AGENCY AGREEMENT

December 4, 2020

PsyBio Therapeutics Financing Inc. 4400 Sample Road West Suite #138 Coconut Creek, Florida, 33073

Attention: Evan Levine, Chief Executive Officer

PsyBio Therapeutics, Inc. 4400 Sample Road West Suite #138 Coconut Creek, Florida, 33073

Attention: Evan Levine, Chief Executive Officer

Leo Acquisitions Corp. 45 Sheppard Ave. East, Suite 703 Toronto, Ontario M2N 5W9

Attention: Gerald Goldberg, Chief Executive Officer

Dear Sirs:

The undersigned, Eight Capital, a partnership formed under the laws of the Province of Ontario, as lead agent (the "Lead Agent"), together with Canaccord Genuity Corp., a corporation existing under the laws of the Province of Ontario (collectively, the "Agents") understand that PsyBio Therapeutics Financing Inc., a corporation formed under the laws of the Province of British Columbia (the "Corporation") proposes to issue and sell 30,050,391 subscription receipts of the Corporation (the "Subscription Receipts") at a price of $0.35 per Subscription Receipt (the "Subscription Price"), for aggregate gross proceeds of $10,517,636.80 (the "Offering") pursuant to the terms of this Agreement.

Upon and subject to the terms and conditions set forth herein, the Agents hereby agree to act, and upon acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation's exclusive agents to offer for sale on a "best efforts" agency basis, without underwriter liability, the Subscription Receipts and to arrange for purchasers for the Subscription Receipts in the Selling Jurisdictions (as defined herein) on a private placement basis pursuant to exemptions from the prospectus requirements of Securities Laws (as defined herein). The Corporation agrees that the Agents are under no obligation to purchase any of the Subscription Receipts but may purchase Subscription Receipts if desired. Offers and sales of Subscription Receipts will be made in the United States and to U.S. Persons (as defined herein) pursuant to Rule 506(b) of Regulation D under the U.S. Securities (as defined herein) and similar exemptions under applicable state securities laws to (i) Institutional Accredited Investors (as defined herein), and (ii) Qualified Institutional Buyers (as defined herein) that are also Institutional Accredited Investors, through a U.S. Affiliate (as defined herein) pursuant to and in accordance with United States securities laws and the provisions of Schedule "B" to this Agreement. The Agents and the Corporation acknowledge that Schedule "B" forms part of this Agreement.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay to the Agents the Commission (as defined herein) and the Finance Fee (as defined herein) and issue and deliver to the Agents the Compensation Warrants (as defined herein) in such amounts and with such terms as set out in Section 16 hereof.

The Corporation agrees that the Agents will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, as their agents to assist in the Offering in the Selling Jurisdictions and that the Agents may determine the remuneration payable by the Agents to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Commission or Finance Fee payable, or the Compensation Warrants or Finance Warrants issuable, to the Agents by the Corporation under this Agreement.

The Agents acknowledge that the Corporation intends to complete the Concurrent Placement (as defined herein) contemporaneously with the closing of the Offering.

Subscription Receipts

The Subscription Receipts will be duly and validly created pursuant to the Subscription Receipt Agreement (as defined herein). Each Subscription Receipt will entitle the holder thereof to receive upon satisfaction of the Escrow Release Conditions (as defined herein) on or before the Escrow Release Deadline (as defined herein), and without payment of additional consideration or further action, one Underlying Share (as defined herein), subject to adjustment as more particularly described in the Subscription Receipt Agreement.

The gross proceeds from the Offering, less (i) 50% of the Commission, (ii) 50% of the Finance Fee, and (iii) the Agents' Expenses (as defined herein), will be deposited at the Closing Time (as defined herein) in escrow with the Subscription Receipt Agent, and held in an interest-bearing account pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived prior to the Escrow Release Deadline (as defined herein), the Subscription Receipt Agent will release the Escrowed Funds (as defined herein) to the Corporation (less 50% of the Commission, 50% of the Finance Fee and the pro rata portion of interest earned thereon, which amounts shall be released to the Agents), and each Subscription Receipt will entitle the holder thereof to be issued one Underlying Share without payment of additional consideration and without any further action by the holder thereof.

If: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline; or (ii) prior to the Escrow Release Deadline the Corporation advises the Agents or announces to the public that it does not intend to satisfy any of the Escrow Release Conditions (each such event being a "Termination Event"), the Subscription Receipt Agent will return to each holder of Subscription Receipts, as soon as practicable following the Termination Event an amount (the "Refund Amount") equal to (A) the Aggregate Subscription Price (as defined herein) of the Subscription Receipts held by such holder, and (B) their pro rata portion of interest earned on the Escrowed Proceeds (less applicable withholding tax, if any) and the Subscription Receipts will be cancelled without any further action on the part of the holders. The Corporation shall be responsible and liable to the holders of Subscription Receipts for any shortfall between the Refund Amount and the Escrowed Funds.

The description of the Subscription Receipts herein is a summary only and is subject to the specific attributes and detailed provisions of the Subscription Receipts set forth in the Subscription Receipt Agreement. In the case of any inconsistency between the description of the Subscription Receipts in this Agreement and their terms and conditions as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern.

DEFINITIONS

In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia);

"affiliate", "associate", "distribution", "material change", "material fact", and "misrepresentation" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"Affiliates" means the respective affiliates of the Agents, including the U.S. Affiliates;

"Agents" has the meaning ascribed to such term on the face page of this Agreement;

"Agents' Expenses" means all reasonable expenses payable to the Agents in connection with the Offering pursuant to Section 12 hereof;

"Aggregate Subscription Price" means the aggregate gross proceeds from the sale and issue of the Subscription Receipts pursuant to the Offering;

"Agreement" means this agreement, being the agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby and entered into by the Corporation, OpCo, ShellCo and the Agents;

"Amalgamation" means the three-cornered amalgamation of Shellco, the Corporation and Subco (CDN), whereby amongst other things, each common share in the capital of the Corporation outstanding immediately prior to the effective time of the Amalgamation shall be exchanged for one (1) Resulting Issuer Share as may be adjusted in accordance with the terms of the Definitive Agreement;

"Anti-Money Laundering Laws" has the meaning ascribed to such term in Section 5 (z) hereof;

"Applicable Laws" means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards or guidelines of any Governmental Authority, and the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof;

"Article Amendments" means, collectively, (a) the reclassification of the common shares in the capital of ShellCo as subordinate voting shares and amending the terms of such shares, and (b) the creation of a new class of shares consisting of an unlimited number of multiple voting shares;

"Authorization" means any regulatory approval, licence, permit, clearance, consent, certificate, registration, filing or other authorization of or issued by any Governmental Authority, including under Applicable Laws, Environmental Laws and Health Regulatory Laws;

"Business" means the business of OpCo as currently carried on which includes but is not limited to the research, development, and manufacture of biosynthetic psychoactive compounds including psilocybin (its intermediates) and other molecules for the treatment of mental health disorders, the utilization of a proprietary platform technology and all associated testing and studies in connection with the foregoing.

"Business Assets" means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or being developed or used, including all supplier lists, Intellectual Property of OpCo and related technologies, Licensed IP, real property, fixed assets, facilities, equipment, inventories and accounts receivable, by OpCo in connection with the Business;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

"Canaccord" has the meaning ascribed to such term on the face page of this Agreement;

"CDS" means CDS Clearing and Depository Services Inc.;

"Circular" means any management information circular, including all schedules, appendices and exhibits attached thereto, and the notice of meeting and proxy form to be sent by either OpCo and/or ShellCo to their respective shareholders in connection with the special meetings of shareholders of OpCo and/or ShellCo, as applicable, to be held to approve among other things and as applicable, the Transaction, the Article Amendments, the Consolidation, the Continuance, the Name Change, the Corporation's Director Appointments, the Resulting Issuer Stock Option Plan, as applicable, and such other matters related thereto;

"Claims" has the meaning ascribed to such term in Section 14(a) hereof;

"Closing" means the completion of the issuance and sale of the Subscription Receipts pursuant to the Offering as contemplated by this Agreement and the Subscription Agreements;

"Closing Date" means the day on which the Closing shall occur, being December 4, 2020, or such other day as the Corporation and the Lead Agent may determine;

"Closing Time" means 9:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Lead Agent may determine;

"Commission" has the meaning ascribed to such term in Section 16 (a) hereof;

"Common Shares" means the common shares in the capital of the Corporation;

"Compensation Securities" means collectively, the Compensation Warrants and the Compensation Shares;

"Compensation Share" has the meaning ascribed to such term in Section 16 (a) hereof;

"Compensation Warrant" has the meaning ascribed to such term in Section 16 (a) hereof and shall also include the Finance Warrants;

"Compensation Warrant Certificate" means the certificate representing the Compensation Warrants and containing the terms thereof;

"Concurrent Placement" means the non-brokered private placement of subscription receipts of the Corporation, to be issued on the same terms as the Subscription Receipts, for $3,975,757.45, to be completed concurrently with the closing of the Offering.

"Confidential Information" has the meaning ascribed to such term in Section 2(b)(v);

"Consolidation" means the consolidation by ShellCo of its common shares on an approximately 1.6667:1 basis (subject to adjustment in accordance with the terms of the Definitive Agreement), to be effected immediately prior to completing the Transaction;

"Continuance" means the continuance of ShellCo from the Business Corporations Act (Ontario) to the Act;

"Corporate Presentation" means the corporate presentation of OpCo dated October 2020;

"Corporation" has the meaning ascribed to such term on the face page of this Agreement;

"Corporation's Director Appointments" means, subject to the completion of the Transaction, the reconstitution of the board of directors of the Resulting Issuer to consist of four (4) directors;

"COVID-19 Outbreak" has the meaning ascribed to such term in Section 5 (vv) hereof;

"Debt Instrument" means any agreement, note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which an entity or any of its subsidiaries is a party or otherwise bound and which is material to such entity on a consolidated basis;

"Definitive Agreement" means the business combination agreement dated December 2, 2020 among the Corporation, OpCo, ShellCo, Subco (CDN) and Subco (US), on the same material terms as set forth in the Letter of Intent, as amended or supplemented from time to time in accordance with its terms, including all schedules and appendices attached thereto, pursuant to which the parties have agreed to complete the Transaction;

"Disclosure Schedule" means the Disclosure Schedule dated as of the date hereof, delivered by OpCo to the Agents in connection with this Agreement;

"Employee Plans" has the meaning ascribed to such term in Section 5 (ss) hereof;

"Engagement Letter" means the engagement letter between OpCo and the Lead Agent dated October 20, 2020 in respect of the Offering;

"Environmental Laws" means all applicable federal, provincial, territorial, state, regional, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, statutes, ordinances, bylaws, regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, manufacture, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

"Escrow Release Conditions" means collectively, and in the sole satisfaction of the Lead Agent:

(a) the completion, satisfaction or irrevocable waiver of all conditions precedent to the Transaction, other than the release of the Escrowed Funds and the closing of the Transaction, each of which will be completed forthwith upon release of the Escrowed Funds;
(b) the receipt of all required shareholder, third party (as applicable) and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the Transaction, the Offering (if applicable) and the Listing; and
(c) the Corporation, OpCo, Leo and the Lead Agent having delivered a joint notice and direction to the Subscription Receipt Agent, confirming that the conditions set forth in (a) and (b) above have been met or waived.

As a condition precedent to the execution by the Lead Agent of the joint notice and direction referred to (c) above, the Chief Executive Officer and the Chief Financial Officer of the Corporation and OpCo (or such other officers as may be acceptable to the Lead Agent, acting reasonably) shall certify to the Lead Agent, in their capacity as an officer or director of the Corporation and OpCo, respectively, and not in their personal capacity and without personal liability, that the Escrow Release Conditions (other than that set out in (c) above) have been satisfied.

"Escrow Release Date" means the date on which the Escrow Release Conditions have been satisfied and the Underlying Shares have been issued to the holders of the Subscription Receipts and the Escrowed Funds have been released to the Corporation and the Agents, as applicable, all in accordance with the terms of the Subscription Receipt Agreement.

"Escrow Release Deadline" means 5:00 p.m. (Toronto time) on February 28, 2021, or such other date as the Corporation and the Lead Agent may mutually agree by written consent, which consent may be withheld in the sole discretion of the Lead Agent;

"Escrowed Funds" means the Escrowed Proceeds, together with all interest earned or accrued thereon;

"Escrowed Proceeds" has the meaning ascribed to such term on page 2 of this Agreement;

"Expiry Date" means the date that is 24 months following the Escrow Release Date;

"FDA" means the United States Food and Drug Administration;

"Filing Statement" means the filing statement to be filed by ShellCo with the TSXV in connection with the Transaction, which shall be a "Qualifying Transaction" pursuant to Policy 2.4 – Capital Pool Companies of the TSXV;

"Finance Fee" has the meaning ascribed to such term in Section 16 (b) hereof;

"Finance Warrants" has the meaning ascribed to such term in Section 16 (b) hereof;

"Financial Statements" has the meaning ascribed to such term in Section 5 (p) hereof;

"Governmental Authority" means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

"Government Official" means any (a) official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, (b) salaried political party official, elected member of political office or candidate for political office, or (c) company, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses;

"Health Canada" means the Canadian federal department known as Health Canada, or any successor agency thereto, inclusive of all its divisions and branches;

"Health Regulatory Authority" means any Governmental Authority authorized under Health Regulatory Laws or otherwise to protect and promote public and animal health through regulation and supervision of therapeutic drug candidates or other therapies intended for use in humans, including, without limitation, the FDA, the United States Drug Enforcement Agency, Health Canada and any other Governmental Authority in any other jurisdiction charged with administering or enforcing Health Regulatory Laws

"Health Regulatory Laws" means all applicable local, state and federal laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards or guidelines of Canada and the United States, including any Health Regulatory Authority, and the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof applicable to the researching, development, laboratory studies, testing, manufacturing, pre-clinical or clinical trials or other investigations, market authorization, storage, packaging, labeling, advertising, import, export, storage, post-market monitoring, distribution, dispensing or sale of pharmaceutical ingredients or drug products and all regulations associated with the foregoing, all good manufacturing practices, good clinical practices, good laboratory practices, good pharmacovigilance practices and all applicable industry standards;

"including" means including without limitation;

"Indemnified Parties" has the meaning ascribed to such term in Section 14 (a)hereof;

"Indemnitor" has the meaning ascribed to such term in Section 14 (a)hereof;

"Intellectual Property" means collectively, as applicable, whether registered or unregistered and as they exist anywhere in the world: (i) all domestic and foreign patent rights, issued patents, provisional patents, patent applications, patent disclosures, patent registrations; (ii) copyrights (including performance rights) to any original works of art or authorship, including source code and graphics, which are fixed in any medium of expression, including copyright registrations and applications therefor; (iii) any and all common law or registered trade-mark rights, trade names, business names, brand names, trade-marks, proposed trade-marks, certification marks, service marks, distinguishing marks and guises, logos, slogans, goodwill, domain names and any registrations and applications therefor; (iv) confidential inventions, know-how, show-how, and other confidential information, trade secrets, including formulae, improvements, processes and methods; (v) any and all industrial design rights, industrial designs, design patents, industrial design or design patent registrations and applications therefor; (vi) any and all integrated circuit topography rights, integrated circuit topographies and integrated circuit topography applications; (vii) any reissues, re-examinations, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing, (viii) any other industrial, proprietary or similar rights, anywhere in the world; (ix) proprietary computer software (including but not limited to data, data bases and documentation); and (x) all moral rights to each of the foregoing.

"Lead Agent" has the meaning ascribed to such term on the face page of this Agreement;

"Leased Premises" means the premises which are material to an entity or any of its subsidiaries (on a consolidated basis) and which an entity or any of its subsidiaries occupies as a tenant;

"Letter of Intent" means the letter of intent dated October 5, 2020 entered into between OpCo and ShellCo with respect to the completion of the Transaction and execution of a Definitive Agreement;

"License Agreement" means the license agreement dated May 14, 2020 between OpCo and Miami University (a public university established and existing under the laws of the State of Ohio);

"Licensed IP" means the Intellectual Property that is owned by any Person other than OpCo and that has been validly licensed to OpCo and used for the conduct of the Business;

"Liens" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

"Listing" means the listing and posting for trading of the Resulting Issuer Shares on the TSXV (including those issued in exchange for the Underlying Shares);

"Listing Date" means the date on which the Listing occurs, whether concurrently with, or following, the closing of the Transaction

"Losses" has the meaning ascribed to such term in Section 14 (a) hereof;

"Master Sponsored Agreement" means the master sponsored agreement dated May 14, 2020 between OpCo and Miami University (a public university established and existing under the laws of the State of Ohio);

"Material Adverse Effect" means in respect of any Person, any event, change, fact or state of being which has or could reasonably be expected to have a significant adverse effect on the business, affairs, operations, capital, assets, properties, permits, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Person on a consolidated basis;

"Material Agreement" means, any contract, commitment, agreement (written or oral), instrument, lease or other document, including any research and development agreement, license, sub-license, option agreement, sponsor agreement, collaboration or strategic alliance agreement, supply agreement, manufacturing agreement, or any other similar type agreement, to which an entity or any of its subsidiaries is a party or otherwise bound and which is material to the entity on a consolidated basis;

"Merger" means the three-cornered merger of ShellCo, Subco (US) and OpCo under the laws of the State of Delaware, whereby amongst other things, each share of common stock of OpCo outstanding immediately prior to the effective time of the Merger (on a post-Stock Split basis) shall be exchanged for one (1) multiple voting share of the Resulting Issuer as may be adjusted in accordance with the terms of the Definitive Agreement;

"Name Change" means the name change of ShellCo to "PsyBio Therapeutics Corp." or such other name as may be approved by the board of directors on completion of the Transaction;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"notice" has the meaning ascribed to such term in Section 19 hereof;

"OFAC" has the meaning ascribed to such term in Section 5 (aa) hereof;

"Offered Securities" means the Subscription Receipts and the Underlying Shares;

"Offering" has the meaning ascribed to such term on the face page of this Agreement;

"OpCo" means PsyBio Therapeutics, Inc., a Delaware corporation;

"OpCo IP" means the Intellectual Property that has been developed by or for, or is being developed by or for, OpCo or that is being used or is owned by OpCo, other than the Licensed IP;

"Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"Public Disclosure Documents" means, collectively, all of the documents which have been filed by or on behalf of ShellCo prior to the Closing Time with the relevant Securities Regulators pursuant to the requirements of Canadian Securities Laws, including all documents filed on SEDAR at www.sedar.com during such period;

"Purchasers" means the Persons who, as purchasers or beneficial purchasers, acquire the Subscription Receipts under the Offering by duly completing, executing and delivering the Subscription Agreements and any other required documentation;

"Refund Amount" has the meaning ascribed to such term on page 2 of this Agreement;

"Resulting Issuer" means ShellCo as the continuing entity resulting from the completion of the Transaction as contemplated pursuant to the Definitive Agreement;

"Resulting Issuer Securities" means the securities of the Resulting Issuer, issued in exchange for or in lieu of the Underlying Shares and the Compensation Securities pursuant to the Transaction;

"Resulting Issuer Shares" means the subordinate voting shares in the capital of the Resulting Issuer;

"Resulting Issuer Stock Option Plan" means the proposed stock option plan of the Resulting Issuer providing for the issuance of stock options of the Resulting Issuer;

"Sanctioned Country" has the meaning ascribed to such term in Section 5 (aa) hereof;

"Sanctions" has the meaning ascribed to such term in Section 5 (aa) hereof;

"Securities Laws" means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, the applicable policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators, including the TSXV, as applicable;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

"SEDAR" means the System for Electronic Document Analysis and Retrieval, operated and administered by the Canadian Securities Administrators;

"Selling Jurisdictions" means the provinces of Canada, the United States and such other jurisdictions outside of Canada and the United States as mutually agreed between the Corporation and the Agents;

"Shareholders Agreement" means the shareholders agreement dated October 27, 2020 between OpCo and its shareholders;

"ShellCo" means Leo Acquisitions Corp., a capital pool company listed on the NEX board of the TSXV, and a corporation existing under the laws of the Province of Ontario that is a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario;

"ShellCo Financial Statements" means collectively, (i) the audited annual financial statements of ShellCo as at and for the periods ended June 30, 2020 and 2019, and (ii) the unaudited interim financial statements of ShellCo as at and for the three month period ended September 30, 2020;

"Stock Split" means the stock split of the shares of common stock of OpCo on an approximately 1:1.15291 basis (subject to adjustment in accordance with the terms of the Definitive Agreement), to be effected immediately prior to completing the Transaction;

"Subco (CDN)" means 1276949 B.C. Ltd., incorporated under the Act as a wholly-owned subsidiary of ShellCo for the purposes of effecting the Amalgamation;

"Subco (US)" means Eluss, Inc., incorporated under the laws of Delaware as a wholly-owned subsidiary of ShellCo for the purposes of effecting the Merger;

"Subscription Agreements" means, collectively, the subscription agreements for the Subscription Receipts, in the form agreed upon by the Agents and the Corporation pursuant to which Purchasers agree to subscribe for and purchase the Subscription Receipts pursuant to the Offering as herein contemplated and shall include, for certainty, all schedules thereto and all notices or amendments delivered to the applicable Purchasers; and "Subscription Agreement" means any one of them, as the context requires;

"Subscription Price" has the meaning ascribed to such term on the face page of this Agreement;

"Subscription Receipt Agent" means Odyssey Trust Company in its capacity as subscription receipt agent and registrar in respect of the Subscription Receipts at its principal office in Calgary, Alberta;

"Subscription Receipt Agreement" means the subscription receipt agreement dated the date hereof between the Subscription Receipt Agent, the Corporation and the Lead Agent (on behalf of the Agents) in relation to the Subscription Receipts, as amended or supplemented from time to time;

"Subscription Receipts" has the meaning ascribed to such term on the face page of this Agreement.

"subsidiary" or "subsidiaries" has the meaning ascribed thereto in the Securities Act (Ontario);

"Support Agreement" means the support agreement between the Corporation, OpCo and Evan Levine dated December 4, 2020;

"Taxes" has the meaning ascribed to such term in Section 5 (x) hereof;

"Termination Event" has the meaning ascribed to such term page 2 of this Agreement;

"to the knowledge of" with respect to any entity, means the actual knowledge of the Chief Executive Officer and Chief Financial Officer of the applicable entity, after due inquiry regarding the relevant subject matter, or on the basis of such knowledge of the relevant subject matter as each person would have had if each such person had conducted such reviews and inquiries;

"Transaction" means the going public transaction to be completed by way of (a) the Amalgamation, and (b) the Merger, in each case pursuant to the Definitive Agreement, which together, will constitute ShellCo's "Qualifying Transaction" under Policy 2.4 of the TSXV;

"Transaction Documents" means collectively, this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Compensation Warrant Certificates;

"Transfer Agent" means Odyssey Trust Company, in its capacity as transfer agent and registrar in respect of the shares of common stock of OpCo at its principal office in Vancouver, British Columbia;

"TSXV" means the TSX Venture Exchange;

"Underlying Shares" means the Common Shares issuable pursuant to the conversion of the Subscription Receipts;

"United States" and "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Affiliates" means the United States broker-dealer affiliates of the Agents;

"U.S. Person" means a "U.S. person", as such term is defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

TERMS AND CONDITIONS

1. (a) Sale on Exempt Basis. The Agents shall offer for sale and sell the Subscription Receipts pursuant to the Offering in the Selling Jurisdictions on a "best efforts" basis in accordance with the terms of this Agreement and in compliance with Securities Laws, on a private placement basis and in such a manner so as not to require registration thereof or filing of a prospectus, offering memorandum, registration statement or similar disclosure document or impose on the Corporation additional continuous reporting obligations under Securities Laws.

(b) Filings. The Corporation agrees to comply with Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Securities Laws, all forms, undertakings and other documents required to be filed by the Corporation in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement, an offering memorandum or other document in the Selling Jurisdictions (other than the confidential filing of the Corporate Presentation with the applicable Securities Regulators in Canada), and the Agents undertake to use their commercially reasonable efforts to cause Purchasers to complete any forms required by Securities Laws. All fees payable in connection with such filings shall be at the expense of the Corporation.

(c) No Offering Memorandum. Neither the Corporation nor the Agents shall (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum within the meaning of Securities Laws, other than the Corporate Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, by causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media or similar medium of general and regular paid circulation or broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting in connection with the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or general advertising.

(d) Legends – Securities Laws. The Subscription Receipts (and the Underlying Shares, if applicable) and the Compensation Warrants (and the Compensation Shares, if applicable) shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, a legend substantially in the following form:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) DECEMBER 4, 2020, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

2. (a) Corporation's, OpCo's and ShellCo's Covenants. The Corporation, OpCo and ShellCo, as applicable, hereby covenant to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Subscription Receipts, as follows:

(i) Due Diligence. The Corporation, OpCo and ShellCo will allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents may reasonably require to be conducted.
(ii) Delivery of Transaction Documents. The Corporation, OpCo and ShellCo, as applicable, will duly execute and deliver the Transaction Documents at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by each of them.
(iii) Validly Issued Subscription Receipts. The Corporation will ensure that the Subscription Receipts shall be duly and validly created, authorized and issued and have the attributes corresponding to the description thereof set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement, as the case may be.
(iv) Validly Allotted and Issued Underlying Shares. The Corporation will ensure that at all applicable times, sufficient Underlying Shares are authorized and allotted for issuance upon the due and proper conversion of the Subscription Receipts, and that the Underlying Shares upon their issuance in accordance with the terms of the Subscription Receipt Agreement shall be validly issued as fully paid and non-assessable Common Shares.
(v) Validly Issued Compensation Warrants. The Corporation will ensure that the Compensation Warrants are duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Warrant Certificates.
(vi) Validly Issued Compensation Shares. The Corporation will ensure, at all times prior to the Expiry Date, that sufficient Compensation Shares are authorized and allotted for issuance upon due and proper exercise of the Compensation Warrants, and the Compensation Shares upon issuance in accordance with the terms of the Compensation Warrant Certificates, including payment therefor, shall be validly issued as fully paid and non-assessable Common Shares.
(vii) Subscription Receipt Agent. The Corporation will ensure that on or prior to the Closing Date, the Subscription Receipt Agent has been duly appointed to act as subscription receipt agent in respect of the Subscription Receipts.
(viii) Consents and Approvals. The Corporation will make or obtain, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations and filings as may be required by the Corporation for the consummation of the transactions contemplated herein (A) under Securities Laws, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws, or (B) as may be otherwise required by the Corporation, including under any Material Agreement (including the License Agreement or Master Sponsored Agreement) or Debt Instrument.
(ix) Regulatory Filings. The Corporation will execute and file with the Securities Regulators all forms, notices and certificates required to be filed by the Corporation pursuant to Securities Laws within the applicable time frame pursuant to Securities Laws, including, for certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth in Section 9 hereof.
(x) Standstill. Commencing on the date hereof, until the date which is 120 days following the Escrow Release Date, each of the Corporation, OpCo and ShellCo (including for greater certainty, the

Resulting Issuer) agree that it will not, without the prior written consent of the Lead Agent (on behalf of the Agents), which consent shall not be unreasonably withheld, conditioned or delayed directly or indirectly, issue, sell, offer, grant an option or right in respect of (or agree to or publicly announce an intention to do any of the foregoing), any additional debt, any additional equity securities including any common shares (or Resulting Issuer Shares) or any securities convertible into or exchangeable for equity securities including any common shares (or Resulting Issuer Shares), other than pursuant to (A) the Offering or the Concurrent Placement, (B) the Transaction, (C) the grant or exercise of securities pursuant to any equity compensation plans; (D) issuances upon the exercise of convertible securities, warrants, options or obligations outstanding prior to the date of the Engagement Letter; (E) issuances relating to strategic acquisitions in the ordinary course of business payable in common shares, or other strategic, consulting, licensing, joint venture or similar transactions; (F) issuances in connection with any acquisition of assets or a business or a strategic partnership or in connection with the grant of convertible securities, options or warrants to advisors or consultants, (G) issuances pursuant to an internal reorganization, and/or (E) issuances of securities at a price that is at least 30% greater than the Subscription Price.

(xi) Lock-Up Agreements. OpCo will use its best efforts to cause each of its directors, officers and certain shareholders of OpCo identified and agreed to between the Lead Agent and the Corporation to enter into lock-up agreements in a form satisfactory to the Corporation, OpCo and the Lead Agent (on behalf of the Agents), in both cases acting reasonably, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such director, officer and shareholder agrees not to, for a period of 120 days following the Escrow Release Date, subject to the exceptions set forth in the lock-up agreement, directly or indirectly, offer, sell, transfer, pledge, assign, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or publicly announce any intention to do any of the foregoing) any securities of OpCo or securities of the Resulting Issuer, in each case, without the prior written consent of the Lead Agent (on behalf of the Agents), such consent not to be unreasonably withheld, conditioned or delayed.
(xii) Use of Proceeds. The Corporation, OpCo and ShellCo shall use the net proceeds realized under the Offering to fund the Transaction and for research and development, manufacturing and corporate and general working capital purposes.
(xiii) Closing Conditions. The Corporation, OpCo and ShellCo, as applicable, will fulfil or cause to be fulfilled, on or prior to the Closing Date, each of the conditions set forth in Section 9 hereof.
(xiv) Transaction Completion. Each of the Corporation, OpCo and ShellCo will use its commercially reasonable efforts to (A) obtain all requisite corporate, shareholder and TSXV approvals in connection with the Transaction (including the Article Amendments, the Consolidation, the Continuance, the Name Change and the Corporation's Director Appointments) in accordance with applicable corporate laws and Canadian Securities Laws, (B) complete the Transaction as soon as reasonably practicable following the Closing Date and in any event prior to the Escrow Release Deadline in accordance with the terms of the Definitive Agreement, and (C) otherwise do all such other acts and things necessary to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline. OpCo and ShellCo will promptly provide the Lead Agent with drafts of any Filing Statement, Circular and any other material ancillary documents and shall keep the Lead Agent reasonably informed from time to time, of the status of the Transaction and will not materially amend, delete or waive any provision of the Definitive Agreement without the prior written consent of the Lead Agent (on behalf of the Agents), such consent not to be unreasonably withheld, conditioned or delayed.
(xv) No Adjustment Actions. Each of the Corporation, OpCo and ShellCo shall not prior to the Escrow Release Date, and other than in connection with the Transaction and as contemplated in the Definitive Agreement: (A) subdivide, split, combine, consolidate, reclassify, change or otherwise reorganize any of its outstanding shares; (B) declare, set aside or pay any dividend or make any other distribution to all or substantially all of its shareholders; or (C) take any other action

whatsoever that would otherwise ordinarily require an adjustment to the Underlying Shares (or Resulting Issuer Shares.

(xvi) Exchange of Securities. In connection with the completion of the Transaction, the Corporation, OpCo and the ShellCo will take all actions necessary to (A) cause the Underlying Shares and the Compensation Securities, as applicable, to be exchanged for Resulting Issuer Securities on the same economic and other material terms as the Transaction, (B) complete the Transaction such that the Resulting Issuer Securities will be freely tradable in Canada upon completion of the Transaction, (C) cause the Resulting Issuer Shares to be approved for listing and trading on the TSXV and (D) cause the Listing Date to occur on, or as promptly as practicable following the, the Escrow Release Date.
(xvii) Maintain Reporting Issuer Status. Upon completion of the Transaction, the Corporation, OpCo and ShellCo shall use commercially reasonable efforts to cause the Resulting Issuer to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of applicable Securities Laws in the provinces of British Columbia, Alberta, Saskatchewan and Ontario until the Expiry Date, provided that this covenant shall not prevent the Resulting Issuer from completing any transaction which would result in the Resulting Issuer ceasing to be a "reporting issuer" so long as the holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV.
(xviii) Maintain Stock Exchange Listing. Upon completion of the Transaction, the Corporation, OpCo and ShellCo shall use commercially reasonable efforts to cause the Resulting Issuer to maintain the listing of the Resulting Issuer Shares for trading on the TSXV and comply with the rules and policies of the TSXV until the Expiry Date, provided that this covenant shall not prevent the Resulting Issuer from completing any transaction which would result in the Resulting Issuer Shares ceasing to be so listed so long as the holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash, or the holders of Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV.
(xix) Assumption of Covenants. In connection with the completion of the Transaction, the Corporation and OpCo shall use its commercially reasonable efforts to cause the Resulting Issuer to jointly and severally become subject to the obligations set forth in this Section 2(a).

(b) Agents' Covenants. Each Agent hereby severally, and neither jointly, nor jointly and severally, covenants and agrees that it will (and will use commercially reasonable efforts to cause the selling group members to):

(i) conduct all activities in connection with the Offering in compliance with Securities Laws and all other laws applicable to the Agents (or any Affiliates of the Agents) or the selling group members;
(ii) obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Corporation and the Agents;
(iii) not solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Securities issued pursuant to the Offering in such manner as to require registration of the Offered Securities issued pursuant to the Offering or the filing of a prospectus, offering memorandum, registration statement or any similar document (other than the confidential filing of the Corporate Presentation with the applicable Securities Regulators in Canada by the Corporation), under the laws of any jurisdiction or subject the Corporation to any continuous

disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject;

(iv) not engage in or authorize, directly or indirectly, any form of general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising; and
(v) not use, disseminate or disclose to any third party (other than each Agent's affiliates, partners, employees, agents, advisors and representatives in connection with its engagement hereunder) any confidential information of the Corporation, OpCo, SubCo, Leo or any of their respective subsidiaries (whether of an operations, contractual, business, financial or marketing nature) received in connection with, or pursuant to, the transactions contemplated by this Agreement (the "Confidential Information"), provided that the Confidential Information does not include information that: (i) is or becomes generally available to and known by the public; (ii) is or was acquired by the Agent from a third party free of any restrictions as to its disclosure; (iii) has been or is developed by the Agents without reference to the Confidential Information; (iv) is used, disseminated or disclosed pursuant to Applicable Law or at the request of any Governmental Authority; or (v) is disclosed by the Agent in the context of enforcing its rights under this Agreement.

No Agent or its Affiliates will be liable for any act or omission of any other Agent, such other Agent's Affiliates or any selling group member appointed by such other Agent, as the case may be.

3. (a) Material Changes During Distribution. During the distribution period, the Corporation, OpCo and ShellCo shall promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of:

(i) any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or prospective change in a material fact;
(ii) any other change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), properties, prospects, liabilities (contingent or otherwise), capital, ownership, control or management of the Corporation, OpCo or ShellCo which would constitute a material change to, or a change in a material fact (in each case on a consolidated basis) or any other change which is of such a nature; or
(iii) any changes to the information or changes in material facts (which for the purposes of this Agreement shall be deemed to include any previously undisclosed material fact) contained in the Corporate Presentation, which change or fact is, or may be, of such a nature to render any statement in the Corporate Presentation misleading or untrue in any material respect or which would result in a misrepresentation in the Corporate Presentation.

During the distribution period, the Corporation, OpCo and ShellCo shall promptly, and in any event, within any applicable time limitations, comply with all applicable filings and other requirements under Securities Laws and any other applicable securities laws as a result of such change. During such period, the Corporation , OpCo and ShellCo shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice need be given to the Agents pursuant to this Section 3(a).

(b) Press Releases. Subject to applicable law, each of the Corporation, OpCo and ShellCo agrees that it shall obtain prior approval of the Lead Agent (on behalf of the Agents), such approval not to be unreasonably withheld, delayed or denied, as to the content and form of any press release relating to the Offering, the Concurrent Placement, the Transaction or to be issued prior to the Closing Date or the Listing Date. In addition, any press release announcing or otherwise concerning the Offering shall comply with applicable U.S. securities laws, and include among other things, an appropriate notation as follows: "Not for distribution to U.S. newswire services or dissemination in the United States."

4. Representations and Warranties of the Corporation. The Corporation represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in purchasing the Subscription Receipts and entering into this Agreement, that:

General Matters

(a) Good Standing of the Corporation. The Corporation (i) has been duly incorporated under the Business Corporations Act (British Columbia) and is up-to-date in all material corporate filings and in good standing thereunder; (ii) has all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; and (iii) has all requisite corporate power and authority to enter into and carry out its obligations under the Transaction Documents and the Definitive Agreement and to complete the Concurrent Placement.
(b) Conduct of Business. The Corporation is a private company formed solely for the purposes of completing the Offering in connection with the Transaction and is not a "reporting issuer" in any province or territory of Canada and does not have any of its securities listed or quoted for trading on any stock exchange, over-thecounter market or other quotation system. The Corporation does not conduct any business and does not hold any properties, assets, indebtedness or liabilities. Other than the Transaction Documents, the Definitive Agreement, the Support Agreement or in connection with the Concurrent Placement, the Corporation is not a party to and has not approved and is not contemplating entering into any other material agreements or debt instruments.
(c) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Corporation.
(d) Share Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on December 3, 2020, one (1) Common Share is outstanding as a fully paid and non-assessable share in the capital of the Corporation.
(e) Absence of Rights. Other than the one(1) Common Share referenced in Section 4(d), there are no other securities of the Corporation that are outstanding as of the close of business on December 3, 2020, and other than as contemplated by this Agreement in connection with the Offering, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation. and the Offered Securities, upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation
(f) No Cease Trade Orders. No order ceasing or suspending trading in the Common Shares or other securities of the Corporation or prohibiting the issuance or sale of the Offered Securities or the issuance of the Compensation Securities has been issued and to the knowledge of the Corporation, no proceedings for such purpose has been threatened or are pending.
(g) No Default or Breach. The Corporation is not in breach or default of, and the execution and delivery of the Transaction Documents, the Definitive Agreement and the performance by the Corporation of its obligations hereunder or thereunder, including in connection with the Concurrent Placement, do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any Applicable Laws, including Securities Laws; or (B) the notice of articles, articles or resolutions of the Corporation which are in effect at the date of hereof.

(h) No Actions or Proceedings. There are no material actions, claims, suits, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) threatened against or affecting or, to the best knowledge of the Corporation pending against the Corporation at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority. There are no judgments or orders against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject.

The Offering

(i) Compliance with Laws, Filings and Fees. The Corporation has complied in all material respects with all Applicable Laws required to be complied with prior to the Closing Time in connection with the Offering and the Concurrent Placement. All filings and fees required to be made and/or paid by the Corporation pursuant to Securities Laws and other Applicable Laws have been made and/or paid other than customary post-Closing filings required to be submitted by the Corporation within the applicable time frame pursuant to Securities Laws.
(j) Corporate Actions. All necessary corporate action has been taken by the Corporation so as to (i) validly create and issue the Subscription Receipts and the Compensation Warrants, (ii) validly allot and authorize the issuance of the Underlying Shares and the Compensation Shares as fully paid and non-assessable Common Shares, and (iii) complete the Concurrent Placement.
(k) Valid and Binding Documents. Each of the execution and delivery of the Transaction Documents and the Definitive Agreement, and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof constitutes valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws.
(l) All Consents and Approvals. All consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents, (ii) the issuance, creation, sale and delivery, as applicable, of the Offered Securities and the Compensation Securities, and (iii) the consummation of the transactions contemplated hereby and thereby, including the Concurrent Placement, have been made or obtained, as applicable, other than post-closing filings required to be submitted within the applicable time frame pursuant to Securities Laws.
(m) Validly Issued Subscription Receipts. The Subscription Receipts have been duly and validly created and authorized for issuance and sale and upon issuance, delivery and payment therefor, will be validly issued. The Subscription Receipts and the Underlying Shares will not be issued in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Corporation.
(n) Validly Authorized Underlying Shares. The Underlying Shares have been duly and validly authorized and reserved for issuance and when issued and delivered by the Corporation pursuant to the terms of the Subscription Receipt Agreement, the Underlying Shares will be validly issued as fully paid and nonassessable Common Shares.
(o) Validly Issued Compensation Warrants. The Compensation Warrants have been duly and validly created and authorized for issuance, and upon issuance and delivery by the Corporation, will be validly issued.
(p) Validly Issued Compensation Shares. The Compensation Shares have been duly allotted and authorized for issuance and, upon exercise of the Compensation Warrants, in accordance with the terms and conditions of the Compensation Warrant Certificates, including payment therefor, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares.
(q) Subscription Receipt Agent. The Subscription Receipt Agent at its principal office in Calgary, Alberta has been duly appointed as the subscription receipt agent in respect of the Subscription Receipts.
(r) Fees and Commissions. Other than the Agents (or any members of their selling group) pursuant to this Agreement and in connection with the Concurrent Placement, there is no Person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(s) Entitlement to Proceeds. Upon satisfaction of the Escrow Release Conditions, other than the Corporation (and the Agents in respect of the remaining 50% of the Commission, 50% of the Finance Fee and the pro rata portion of interest earned thereon, which amounts shall be released to the Agents), there is no Person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, Debt Instrument, or other instrument, document or agreement (written or unwritten).

Transaction

(t) No Breach of the Definitive Agreement. To the knowledge the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the Definitive Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Definitive Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Definitive Agreement, and, to the knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists;
(u) Completion of the Transaction. To the knowledge of the Corporation, no event has occurred, or condition exists which will prevent the Escrow Release Conditions from being satisfied prior to the Escrow Release Deadline.

5. Representations and Warranties of OpCo. OpCo hereby represents and warrants to the Agents and to the Purchasers, and acknowledges that each of them is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:

General Matters

(a) Good Standing of OpCo. OpCo (i) has been duly incorporated under laws of the State of Delaware and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, including the Business Assets; and (iii) has all requisite corporate power and authority to enter into and carry out its obligations under the Transaction Documents and the Definitive Agreement.
(b) Ownership of Subsidiaries. OpCo does not have any subsidiaries, does not beneficially own, or exercise control or direction, directly or indirectly, over the voting shares of any other Person and has never had and currently has no equity or joint venture interest nor any investment or proposed investment in any Person.
(c) Carrying on Business. OpCo is, in all material respects, conducting and will continue to conduct its business in compliance with all Applicable Laws, including Health Regulatory Laws, of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or assets or carries on business to enable its business to be carried on as now conducted or, proposed to be conducted and its properties and assets to be owned, leased and operated and all such Authorizations, which Authorizations are as set forth in Section 5(c) of the Disclosure Schedule, are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Applicable Laws, including Health Regulatory Laws, or Authorizations. OpCo is not

aware of any legislation, or proposed legislation published by any Governmental Authority, including any Health Regulatory Authority, which it anticipates will have a Material Adverse Effect. OpCo anticipates that all remaining Authorizations required for the conduct of the business of OpCo as proposed to be conducted will be obtained in the ordinary course of business without being subject to any material liabilities or obligations outside of the ordinary course or such Authorizations including conditions which may not be satisfied on a reasonable basis by OpCo.

(d) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of OpCo.
(e) Freedom to Compete. OpCo is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of OpCo to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect.
(f) Share Capital of OpCo. The authorized capital of OpCo consists of sixty million (60,000,000) shares of common stock, par value $0.0001 per share, and ten million (10,000,000) shares of "blank check" preferred stock, par value $0.0001 of which, as of the close of business on December 3, 2020, 52,415,000 shares of common stock were issued and outstanding and no shares of preferred stock were designated or are outstanding.
(g) Absence of Rights. Except as referred to in Schedule "A" hereto, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of OpCo.
(h) No Cease Trade Orders. No order ceasing or suspending trading in the common shares or other securities of OpCo s has been issued and to the knowledge of OpCo, no proceedings for such purpose has been threatened or are pending.
(i) Reporting Issuer Status. OpCo is not a "reporting issuer" in any province or territory of Canada, none of its securities are listed or quoted for trading on any stock exchange, over-the-counter market or other quotation system and OpCo has not, other than in connection with the Transaction, as of the date hereof, applied to list any of its securities on any stock exchange, over-the-counter market or other quotation system nor has OpCo applied to any stock exchange or equivalent Governmental Authority for a ticker symbol.
(j) No Shareholders Agreement, Voting Control or Operation Agreements. Other than the Shareholders Agreement, there are no other shareholders agreements of OpCo and OpCo is not a party to any agreement, nor is OpCo aware of any agreement currently in effect or being contemplated or negotiated, which in any manner affects the voting control of any of the securities of OpCo or the management or operation of OpCo.
(k) Transfer Agent. The Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in respect of the shares of common stock of OpCo.
(l) Material Agreements. All Material Agreements of OpCo have been disclosed in Section 5(l) of the Disclosure Schedule, copies of which have been provided to the Agents, and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. OpCo has performed all obligations (including payment obligations) in a timely manner under, and is in compliance with all terms and conditions contained in each Material Agreement, in all material respects. OpCo is not in violation, breach or default nor has either received any notification from any party claiming that OpCo is in violation, breach or default under any

Material Agreement and no other party, to the knowledge of OpCo, is in breach, violation or default of any material term under any Material Agreement.

(m) Absence of Debt Instruments. OpCo is not a party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any debt instrument and has not made any loans to, or guaranteed the obligations of, any Person.
(n) Absence of Breach or Default. OpCo is not in breach or default of, and the execution and delivery of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Definitive Agreement and the performance by OpCo of its obligations hereunder or thereunder, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to OpCo, including the Securities Laws; (B) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of OpCo which are in effect at the date of hereof; (C) any Material Agreement or Debt Instrument; or (D) any judgment, decree or order binding OpCo or the properties or assets of OpCo.
(o) No Actions or Proceedings. Other than as set forth in Section 5(rr) of the Disclosure Schedule, there are no material claims (including product liability claims), actions, proceedings or investigations (whether or not purportedly by or on behalf of OpCo) currently outstanding, or to the knowledge of OpCo, threatened or pending, against OpCo at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority or Health Regulatory Authority. There are no judgments or orders against OpCo which are unsatisfied, nor are there any consent decrees or injunctions to which OpCo or their properties or assets are subject, or to the knowledge of OpCo, that are threatened or pending.
(p) Financial Statements. The audited consolidated annual financial statements of OpCo for the period of incorporation on January 21, 2020 to November 30, 2020 (or such longer period as may be necessary) to be included in the Filing Statement (the "Financial Statements"), will contain no misrepresentations and will present fairly, in all material respects, the financial position of OpCo for the period then ended and will be prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved.
(q) No Material Changes. Since November 30, 2020:
- (i) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of OpCo;
- (ii) there has not been any material change in the capital stock or debt of OpCo; and
- (iii) OpCo has carried on its business in the ordinary course.
(r) No Off-Balance Sheet Arrangements. Except as may be disclosed in the Financial Statements, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of OpCo which will be required to be disclosed and not disclosed or reflected therein.
(s) Internal Accounting Controls. OpCo maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(t) Accounting Policies. There has been no change in accounting policies or practices of OpCo since the date of incorporation on January 21, 2020.
(u) Purchases and Sales. Other than in connection with the Transaction, OpCo has not approved, entered into any agreement in respect of, or has any knowledge of:
- (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by OpCo whether by asset sale, transfer of shares, or otherwise;
- (ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of OpCo or otherwise) of OpCo; or
- (iii) a proposed or planned disposition of common shares of OpCo by any securityholder who owns, directly or indirectly, 10% or more of the outstanding common shares
(v) No Loans or Non-Arm's Length Transactions. Other than as set forth in Section 5(v) of the Disclosure Schedule, OpCo is not a party to any Debt Instrument and does not have any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at arm's length with OpCo.
(w) Dividends. There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which OpCo is a party or otherwise bound, any restriction upon or impediment to, the declaration of dividends by the directors of OpCo or the payment of dividends by OpCo to its shareholders.
(x) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by OpCo have been paid. All tax returns, declarations, remittances and filings required to be filed by OpCo have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of OpCo, no examination of any tax return of OpCo is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by OpCo, except where such examinations, issues or disputes, individually or collectively, would not have a Material Adverse Effect.
(y) Anti-Bribery Laws. Neither OpCo nor, to the knowledge of OpCo, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anticorruption laws applicable to OpCo, including but not limited to the United States Foreign Corrupt Practices Act and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of OpCo in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of

public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither OpCo nor, to the knowledge of OpCo, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded OpCo, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing antibribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

(z) Anti-Money Laundering. The operations of OpCo are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the anti-money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving OpCo with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of OpCo, threatened.
(aa) Compliance with OFAC. Neither OpCo nor, to the knowledge of OpCo, any director, officer, agent, employee or affiliate of OpCo is a person that is, or is owned or controlled by a person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, Her Majesty's Treasury, Governmental Authority or other regulatory authority, or other relevant sanctions authority (collectively, the "Sanctions"), nor is OpCo located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea and Syria (each, a "Sanctioned Country"); and OpCo will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions. Since incorporation, OpCo has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country in violation of Sanctions.
(bb) Directors and Officers. None of the directors or officers of OpCo are now, or have been within the ten (10) years preceding the date of this Agreement, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of OpCo or other company.
(cc) Related Parties. None of the directors, officers or employees of OpCo, any known holder of more than 10% of any class of shares of OpCo, or any known associate or affiliate of any of the foregoing Persons or companies, has had any material interest, direct or indirect, in any material transaction or any proposed material transaction with OpCo which, as the case may be, materially affected, is material to or will materially affect OpCo.
(dd) Minute Books and Records. The minute books and records of OpCo which OpCo has made available to the Agents and their counsel Cassels Brock & Blackwell LLP in connection with their due diligence investigation of OpCo for the period from inception to the date of examination thereof are all of the minute books and all of the records of OpCo for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.
(ee) Full Disclosure. All information relating to OpCo, and its business (including plans, projections, strategies and intentions), assets, properties and liabilities provided or made available to the Agents, including all financial, operational, marketing and sales information provided or made available to the Agents, is true and correct in all material respects taken as a whole and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made. OpCo has not withheld from the Agents any material facts relating to OpCo, the Offering or the Transaction.

Business and Operations

(ff) Title to Business Assets. OpCo has good, valid and marketable title to and has all necessary rights in respect of all of its Business Assets as owned, leased, licensed, loaned, operated, developed or used by it or over which it has rights, free and clear of any Liens, and no other rights or Business Assets are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. OpCo knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of OpCo to use, transfer, lease, license, operate, develop, sell or otherwise exploit such Business Assets and OpCo does not have any obligation to pay any commission, license fee or similar payment to any Person in respect thereof, other than as set forth in Section 5(v) of the Disclosure Schedule, and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any Person to acquire any of the rights, title or interests in the Business Assets.
(gg) Compliance with Laws and Regulatory Approvals. All operations of OpCo in respect of or in connection with the Business Assets or otherwise have been and continue to be conducted in accordance with best industry practices and in material compliance with all Applicable Laws and Health Regulatory Laws, including all ethical standards applicable to the industries in which OpCo operates and as promulgated by the applicable Governmental Authorities and Health Regulatory Authorities. All filings, declarations, reports, documents, forms, notices, applications, submissions and supplements, including any amendments thereto, required to be made under Applicable Laws and Health Regulatory Laws have been made, and all such documents were true, correct and complete in all material respects and did not contain a misrepresentation and were not misleading on the date filed (or were corrected or supplemented by a subsequent submission).
(hh) Authorizations. OpCo has obtained and is in compliance with all Authorizations to permit it to conduct its Business as currently conducted or proposed to be conducted. All Authorizations issued to date, which Authorizations are as set forth in Section 5(c) of the Disclosure Schedule, are valid and in full force and effect and OpCo has not received any correspondence or notice from any Governmental Authority or Health Regulatory Authority alleging or asserting material noncompliance with any Applicable Laws, Health Regulatory Laws or Authorizations and OpCo does not know of any basis for any such allegation or assertion. OpCo has not received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in the process of being granted and has no knowledge or reason to believe that any such Governmental Authority or Health Regulatory Authority is considering taking or would have reasonable ground to take any such action. OpCo anticipates that all remaining Authorizations required for the conduct of the Business of OpCo as proposed to be conducted shall be obtained in the ordinary course of business without either such entity being subject to any

material liabilities or obligations outside of the ordinary course or such Authorizations including conditions which may not be satisfied on a reasonable basis by OpCo.

(ii) Research and Development. All product research and development activities, including quality assurance, quality control, testing, investigations, and research and analysis activities, conducted by OpCo or any Material Business Partner, or otherwise sponsored by OpCo in connection with the Business is being conducted in accordance with all Applicable Laws and Health Regulatory Laws and best industry practices applicable to the Business, including good laboratory, manufacturing, safety and training practices, and generally accepted professional scientific and ethical research standards applicable to the Business, and all processes, procedures and practices required in connection with such activities are in place as necessary to satisfy OpCo's or the Material Business Partner's own standard operating procedures, internal policies, guidelines and protocols, all of which are being complied with, in all material respects. Neither OpCo or, to the knowledge of OpCo, any Material Business Partner, has received any notices or other correspondence from any Governmental Authority or Health Regulatory Authority questioning the compliance or acceptability of such research and development activities or requiring the termination, suspension, delay or modification of any such activities currently being conducted by Opco or any Material Business Partner.
(jj) Business Relationships. All agreements with third parties in connection with the Business have been entered into and are being performed by OpCo, and, to the knowledge of OpCo, by all other third parties thereto, in compliance with their terms in all material respects. There exists no actual or pending, or to the knowledge of OpCo, any threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of OpCo, with any strategic partner, sponsor, joint venture partner, supplier, manufacturer, service provider or customer, or any group thereof whose business with or whose purchases from or inventories, components or services provided to the Business of OpCo are individually material to the assets, business, properties, operations or financial condition of OpCo. All such business relationships are intact and mutually cooperative, and there exists no condition or state of fact or circumstances that would prevent OpCo from conducting such business with any such third parties in the same manner in all material respects as currently conducted or proposed to be conducted.
(kk) Data Security. OpCo has made back-ups of all material software and databases used by it and maintains such back-ups at a secure off-site location. OpCo taken all commercially reasonable steps (i) to maintain the integrity and security of its systems and network infrastructure in connection with its Business, and (ii) to protect the information technology and communication systems used in connection with its Business from contamination, corruption, computer viruses, firewall breaches, sabotage, hacking or other software routines or hardware components that would permit unauthorized access or the unauthorized disablement, theft or erasure of its information technology or communication systems or software. OpCo has disaster recovery and security plans and procedures in place and there have been no material unauthorized intrusions into, breaches of the security of, or unauthorized disablement, theft or erasure of, the information technology, communication systems or software used in connection with its Business.
(ll) Privacy Protection. OpCo has security measures and safeguards in place, consistent with generally accepted industry practice and Applicable Laws and Health Regulatory Laws, to protect all personal information it may collect from users of its websites or other social media or e-commerce or digital platforms, from illegal or unauthorized access or use by its personnel or third parties or access or use by its personnel or third parties in a manner that violates the privacy rights of such parties. OpCo has complied, in all material respects, with all applicable privacy and consumer protection legislation and it has not collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. OpCo has taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse.

(mm) Intellectual Property.

(i) Other than as set forth in Section 5(mm)(i) of the Disclosure Schedule, OpCo is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in the assets of OpCo and possesses all rights to use the Licensed IP, as necessary for the conduct of the Business as currently conducted or proposed to be conducted, free and clear of any Liens and no consent of any Person is necessary for OpCo to make use, reproduce, license, sell, modify, update, enhance or otherwise exploit any OpCo IP and none of the OpCo IP comprises an improvement to Licensed IP that would give any Person any rights to the OpCo IP.
(ii) there are no current or pending, and OpCo is not aware of any threatened, actions, suits, proceedings, claims or challenges by any other Person to the rights of OpCo with respect to the OpCo IP or the validity or enforceability of any OpCo IP or suggesting that any other Person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, and OpCo is not aware of any fact which could form a reasonable basis for any such actions, suits, proceedings, claims or challenges;
(iii) OpCo has not received any advice or any opinion that any of the OpCo IP is invalid or unregistrable or unenforceable, in whole or in part, in any jurisdiction;
(iv) all registrations of Intellectual Property owned or used by OpCo have been filed, prosecuted and obtained in accordance with all applicable legal requirements, are recorded in the name of OpCo, or in the name of the parties that own any Licensed IP, as applicable, in the appropriate offices to preserve the rights thereto and are in full force and effect and in good standing; and there has been no expiry, abandonment, cancellation, lapse, failure to renew or expungement with respect to any OpCo IP or Licensed IP;
(v) there are no oppositions, cancellations, interferences or re-examination proceedings pending with respect to any registered OpCo IP or, the knowledge of OpCo, threatened, and OpCo has not received any notice (whether written, oral or otherwise) indicating that any application pending at the date hereof for registration of any OpCo IP has been finally rejected or denied by the applicable reviewing authority;
(vi) OpCo has not received any grant relating to research and development which is subject to repayment in whole or in part, whether in cash, debt or securities of OpCo, or which may affect the right of ownership of OpCo in the OpCo IP;
(vii) OpCo has entered into valid and enforceable written agreements pursuant to which OpCo has been granted all licenses and permissions to use the Licensed IP to the extent required for the conduct of the Business as currently conducted. All license agreements with respect to Licensed IP are in full force and effect and neither OpCo or to the knowledge of OpCo, any other person, is in default of any obligations thereunder;
(viii) the Business as now conducted does not, and to the knowledge of OpCo, as currently proposed to be conducted will not, infringe, violate, misappropriate or conflict with, in any material respect, the Intellectual Property rights of any Person and no claim has been made against OpCo alleging the infringement, violation or misappropriation by OpCo of any Intellectual Property rights of any Person and OpCo is not aware of any fact which could form a reasonable basis for any such claim. To the knowledge of OpCo, there is no infringement, violation or misappropriation by, or conflict with any third parties in respect of any OpCo IP or Licensed IP;
(ix) to the extent any OpCo IP or Licensed IP is disclosed to any Person or any Person has access to such OpCo IP or any Licensed IP (including but not limited to any employee, officer,

director, shareholder, consultant, systems-integrator, distributor, contract counterparty), OpCo has entered into valid and enforceable written agreements with such Persons which contain terms and conditions prohibiting the unauthorized use, reproduction, disclosure or transfer of such OpCo IP or Licensed IP by such Person, and all such agreements are in full force and effect and to the knowledge of OpCo, no Person is in default of its obligations thereunder;

(x) to the extent any Intellectual Property has been created in whole or in part by current or past employees, consultants or independent contractors of OpCo, any rights, title and interests therein of such Persons have been irrevocably assigned in writing to OpCo and no such Person has asserted any claim in respect of any moral rights in such Person's contribution to such Intellectual Property or any component thereof and all such moral rights have been waived by such Persons;
(xi) OpCo has implemented and maintains commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential and proprietary information forming part of or in relation to the OpCo IP and any Licensed IP; and
(xii) there are no material restrictions on the ability of OpCo to use and exploit all rights in the OpCo IP or the Licensed IP as used by it in the ordinary course of business and none of the rights of OpCo in the OpCo IP or the Licensed IP will be impaired or adversely affected in any way by the transactions contemplated by this Agreement or the Definitive Agreement.
(nn) Real Property. OpCo does not own any real property.
(oo) Leased Premises. With respect to each of the Leased Premises, OpCo occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which OpCo occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, the Subscription Agreement, the Subscription Receipt Agreement and the Definitive Agreement, and the completion of the transactions described herein and therein by OpCo, will not afford any of the parties to such leases or any other Person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.
(pp) Environmental and Workplace Laws. OpCo is currently in compliance, in all material respects, with all Environmental Laws and Authorizations, including all reporting and monitoring requirements thereunder, and there are no pending or, to the knowledge of OpCo, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of noncompliance or violation, investigation or proceedings under any Environmental Laws relating to OpCo, any real property owned by OpCo, or the Leased Premises. OpCo has not ever received any notice of any non-compliance in respect of Environmental Laws and there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up, remediation or otherwise under Environmental Laws. The premises, facilities and operations of OpCo, and to the knowledge of OpCo any Material Business Partner, have been and are currently being conducted in all material respects in compliance with Environmental Laws, all Authorizations and all applicable workers' compensation and health and safety and workplace laws, regulations and policies.
(qq) Insurance. OpCo maintains insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their Business Assets in such amounts that are: (i) customary for the business in which they are engaged in, (ii) on a basis consistent with reasonably prudent persons in comparable businesses, and (iii) in compliance with the requirements contained in any Material Agreements; and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring OpCo, and their respective directors, officers and employees, and the Business Assets, are in good standing and in full force and effect in all respects, and not in default. OpCo is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by OpCo under any such policy or instrument as to which any

insurance company is denying liability or defending under a reservation of rights clause; OpCo has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue the Business at a cost that would not have a Material Adverse Effect, and OpCo has not failed to promptly give any notice of any material claim thereunder.

Employment Matters

(rr) Employment Laws. OpCo is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages. Other than as set forth in Section 5(rr) of the Disclosure Schedule, there are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any Applicable Laws related to human rights, employment standards, workers' compensation, occupational health and safety or similar laws nor has OpCo received any notice of the foregoing, nor, to the knowledge of OpCo, has any event occurred which may give rise to any of the foregoing.
(ss) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by OpCo for the benefit of any current or former director, officer, employee or consultant of OpCo (the "Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all Applicable Laws to such Employee Plans, in each case in all material respects.
(tt) Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of OpCo, as applicable.
(uu) Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding or pending, or to the knowledge of OpCo, threatened against OpCo which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of OpCo and no union representation exists for the employees of OpCo and no collective bargaining agreement is in place or being negotiated by OpCo.
(vv) COVID-19. There has been no closure, shut-down, suspension, postponement or disruption to the Business or to, the operations of OpCo or any Material Business Partner as a result of the novel coronavirus outbreak (the "COVID-19 Outbreak"). There have been no government lockdowns or restrictions that have had a Material Adverse Effect on OpCo, the Material Business Partner, the Business or the Business Assets. OpCo has been monitoring the COVID-19 Outbreak and the potential impact on its operations and has put appropriate control measures, limitations, restrictions and procedures in place to ensure the wellness of all of its employees and surrounding communities where OpCo operates in order to prevent the spread of the COVID-19 Outbreak, in compliance with all Applicable Laws.

The Offering and the Transaction

(ww) Valid and Binding Documents. Each of the execution and delivery of this Agreement, the Subscription Agreements and the Definitive Agreement, and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of OpCo and upon the execution and delivery thereof constitutes valid and binding obligations of OpCo, enforceable against OpCo in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws.

(xx) Fees and Commissions. Other than the Agents (or any members of their selling group) pursuant to this Agreement or in connection with the Concurrent Placement and except as disclosed in Section 5(xx) of the Disclosure Schedule, there is no Person acting or purporting to act at the request of OpCo who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(yy) Corporate Presentation. The Corporate Presentation does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make any statement therein not misleading in light of the circumstances in which it was made. OpCo had a reasonable basis for all forward-looking information contained in such corporate presentation and all financial outlook contained in such corporate presentation is limited to a period for which the information can be reasonably estimated by OpCo.
(zz) No Breach of the Definitive Agreement. To the knowledge of OpCo, there has been no (i) actual or alleged breach or default by any party of any provisions of the Definitive Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Definitive Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Definitive Agreement and, to the knowledge of OpCo, no state of facts giving rise to any of the foregoing exists;
(aaa) Transaction Due Diligence. No matter has arisen in the course of the due diligence review conducted by OpCo in respect of the Transaction which to the knowledge of OpCo (i) constitutes, or could reasonably be expected to constitute, a Material Adverse Effect in respect of ShellCo, or (ii) constitutes a reasonable basis or reason for OpCo not to complete the Transaction. OpCo conducted due diligence procedures in connection with the Transaction as are standard and customary for transactions of such nature (having regard to the circumstances of ShellCo) and in accordance with its internal procedures to identify and address any material issues.
(bbb) Completion of the Transaction. To the knowledge of OpCo, no event has occurred or condition exists which will prevent the Escrow Release Conditions from being satisfied prior to the Escrow Release Deadline.
(ccc) Pro Forma Financial Statements. The unaudited pro forma financial statements of OpCo and ShellCo, together with the notes thereto to be included in the Filing Statement (the "Pro Forma Financial Statements") will contain no misrepresentations and will present fairly, in all material respects, the financial position of OpCo and ShellCo after giving effect to the Transaction, for the periods then ended and will be prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods. The assumptions contained in the Pro Forma Financial Statements will be suitably supported and consistent with the operating results of OpCo and such assumptions will be accurately reflected and provide a reasonable basis for the compilation of the Pro Forma Financial Statements.

6. Representations and Warranties of ShellCo. ShellCo represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in purchasing the Subscription Receipts and entering into this Agreement, that:

General Matters

(a) Good Standing of ShellCo. ShellCo (i) has been duly incorporated under the Business Corporations Act (Ontario) and is up-to-date in all material corporate filings and in good standing thereunder; (ii) has all requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets; and (iii) has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement and the Definitive Agreement.

(b) Subsidiaries. ShellCo's only subsidiaries are Subco (CDN) and Subco (US), each of which has been incorporated solely for the purpose of effecting the Amalgamation and Merger, respectively, in connection with the Transaction. ShellCo is the registered and beneficial owner of all of the outstanding shares of Subco (CDN) and Subco (US), in each case free and clear of all Liens, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares and other than pursuant to the Transaction, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from ShellCo of any interest in any of the shares in the capital of the subsidiaries or any other security convertible into or exchangeable for any such shares.
(c) Conduct of Business. ShellCo does not conduct any business and does not hold any property or assets other than cash and cash equivalents.
(d) No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of ShellCo.
(e) Share Capital of ShellCo. The authorized capital of ShellCo consists of an unlimited number of common shares of which, as of the close of business on December 3, 2020, 4,229,363 common shares were outstanding as fully paid and non-assessable shares in the capital of ShellCo. On completion of the Transaction it is anticipated that the authorized capital structure of the Resulting Issuer will consist of an unlimited number of subordinate voting shares and an unlimited number of multiple voting shares.
(f) Absence of Rights. Except for 422,935 stock options (exercisable for 422,935 common shares) issued and outstanding under the ShellCo's stock option plan, no other securities of ShellCo are outstanding and no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of ShellCo; other than the intention of ShellCo to seek TSXV approval to amend the exercise price, there are no other amendments contemplated with respect to the terms of the of the outstanding stock options.
(g) No Cease Trade Orders. Other than the current trading halt on ShellCo's common shares on the NEX board of the TSXV, which is expected to remain in place until the completion of the Transaction, there is no order ceasing or suspending trading in the securities of ShellCo or prohibiting the issuance of any securities of ShellCo or Resulting Issuer Securities has been issued and no proceedings for such purpose has been threatened or, to the best knowledge of ShellCo, are pending.
(h) Reporting Issuer Status of ShellCo. ShellCo is a "reporting issuer" in the provinces of British Columbia, Alberta, Saskatchewan and Ontario, in good standing and not included in a list of defaulting reporting issuers maintained by the applicable Canadian Securities Regulators and ShellCo has at all times complied, and will comply, in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it. There is no material change or material fact relating to ShellCo which has occurred and with respect to which the requisite news release or material change report, as applicable, has not been or will not be disseminated or filed with the applicable Canadian Securities Regulators.
(i) Listing Status of ShellCo. The currently issued and outstanding common shares of ShellCo are listed on the NEX board of the TSXV but currently subject to a trading halt which is expected to remain in place until the completion of the Transaction. Upon completion of the Transaction and subject to the approval of the TSXV, the Resulting Issuer Shares (including those issued in exchange for or in lieu of the Underlying Shares and those issuable pursuant to the Compensation Warrants, as applicable) will be listed on the TSXV. ShellCo is currently in compliance, in all material respects, with the rules and regulations of the NEX board of the TSXV and all material filings and fees required to be made and paid by ShellCo pursuant to Canadian Securities Laws and general corporate law have been made and paid. ShellCo has not taken any action

which would be reasonably expected to result in the delisting or suspension of the common shares of ShellCo from the NEX board of the TSXV.

(j) Valid and Binding Documents. Each of the execution and delivery of this Agreement and the Definitive Agreement, and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the ShellCo and upon the execution and delivery thereof constitutes valid and binding obligations of the ShellCo, enforceable against the ShellCo in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws.
(k) No Default or Breach. ShellCo is not in breach or default of, and the execution and delivery of this Agreement, the Definitive Agreement and the performance by ShellCo of its obligations hereunder or thereunder, and the issue and delivery of any Resulting Issuer Securities do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any Applicable Laws, including Securities Laws; (B) the notice of articles, articles or resolutions of ShellCo which are in effect at the date of hereof; (C) any material agreement or debt instrument; or (D) any judgment, decree or order binding ShellCo or its assets.
(l) No Actions or Proceedings. There are no material actions, claims, suits, proceedings or investigations (whether or not purportedly by or on behalf of ShellCo) threatened against or affecting or, to the best knowledge of ShellCo pending against ShellCo at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority, which if determined adversely would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no judgments or orders against ShellCo which are unsatisfied, nor are there any consent decrees or injunctions to which ShellCo or its assets are subject.
(m) Financial Statements. The ShellCo Financial Statements (i) have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved or as noted therein, (ii) do not contain any misrepresentations with respect to the periods covered therein, and (iii) present fairly, in all material respects, the financial condition and results of operation of ShellCo for the periods then ended.
(n) Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) or any indebtedness or liabilities (whether accrued, absolute, contingent or otherwise) of ShellCo, which are required to be disclosed and are not disclosed or reflected in the ShellCo Financial Statements, as applicable.
(o) No Material Liabilities. ShellCo has no material outstanding indebtedness, liability or obligation.
(p) No Material Changes. Since June 30, 2020, except as disclosed in the Public Disclosure Documents:
- (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of ShellCo;
- (ii) there has not been any material change in the capital stock or long-term debt of ShellCo; and
- (iii) other than in connection with the proposed Transaction, ShellCo has carried on business in the ordinary course.
(q) Purchases and Sales. Other than in connection with the Transaction, ShellCo has not approved, is not contemplating and has not entered into any agreement in respect of, or has any knowledge of:
(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by ShellCo, whether by asset sale, transfer of shares or otherwise;
(ii) the change of control of ShellCo by sale or transfer of shares or sale of all or substantially all of the property and assets or otherwise; or
(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of ShellCo.
(r) Continuous Disclosure. ShellCo is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws, including insider reporting obligations, and, without limiting the generality of the foregoing, there has been no Material Adverse Effect that has occurred, which has not been publicly disclosed. The information and statements in the Public Disclosure Record were, true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR, and except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. ShellCo has not filed any confidential material change reports which remain confidential as at the date hereof and there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Securities Laws in the other Selling Jurisdictions in Canada.

Transaction

(s) No Breach of the Definitive Agreement. To the knowledge ShellCo, there has been no (i) actual or alleged breach or default by any party of any provisions of the Definitive Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Definitive Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Definitive Agreement, and, to the knowledge of ShellCo, no state of facts giving rise to any of the foregoing exists;
(t) Completion of the Transaction. To the knowledge of ShellCo, no event has occurred or condition exists which will prevent the Escrow Release Conditions from being satisfied prior to the Escrow Release Deadline.

7. Representations and Warranties of the Agents. Each Agent hereby severally, and neither jointly, nor jointly and severally, represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:

(a) Compliance with Securities Laws. In respect of the offer and sale of the Subscription Receipts pursuant to the Offering, the Agent has conducted its activities in connection with the Offering in compliance with all Securities Laws and the provisions of this Agreement.
(b) Duly Registered. The Agent is duly registered or licensed pursuant to the provisions of the Securities Laws in those jurisdictions in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through selling group members who are so registered or licensed.
(c) General Solicitation or Advertising. The Agent and its Affiliates and representatives have not engaged in or authorized any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts pursuant to the Offering, including but not limited to, by causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media or similar medium of general and regular paid circulation or broadcast over radio, television or telecommunications, including electronic display, and have not conducted any

seminar or meeting in connection with the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or general advertising.

(d) No Prospectus or Registration Requirement. The Agent has not solicited offers to purchase or sell the Subscription Receipts pursuant to the Offering so as to require the filing of a prospectus or registration statement with respect thereto*.*

An Agent and its Affiliate will not be liable to the Corporation under this Section 7 with respect to a breach under this Section 7 by the other Agent, such other Agent's Affiliates or any selling group member appointed by such other Agent, as the case may be.

8. Closing Deliveries. The issuance and sale of the Subscription Receipts shall be completed at the Closing Time by way of electronic exchange, or at the offices of Aird & Berlis LLP in Toronto, Ontario or at such other place as the Lead Agent (on behalf of the Agents) and the Corporation may agree upon in writing. At the Closing Time, the Corporation shall duly and validly deliver or cause to be delivered to the Lead Agent (on behalf of the Agents) or as directed by the Lead Agent: (a) the Subscription Receipts by way of electronic deposit or in certificated form, against payment by the Lead Agent (and such other Persons to whom subscription proceeds have been forwarded, if applicable) to the Subscription Receipt Agent of the Escrowed Proceeds therefor, in lawful money of Canada by electronic money transfer; (b) the Compensation Warrant Certificates, registered as directed by the Lead Agent on behalf of the Agents; and (c) payment of 50% of the Commission, 50% of the Finance Fee and the Agents' Expenses referred to in Sections 12 and 16 hereof.

9. Closing Conditions. The following are conditions precedent to the obligations of the Agents to complete the Closing and to arrange for the purchase of the Subscription Receipts at the Closing Time, and which conditions are to be satisfied by the Corporation, OpCo and ShellCo, as applicable, at or before the Closing Time.

(a) Officers' Certificates. The Agents shall have received certificates, dated the Closing Date, from each of the Corporation, OpCo and ShellCo, signed by appropriate officers addressed to the Agents and their counsel, with respect to (i) its constating documents, (ii) all resolutions of its board of directors relating to the Offering, the Concurrent Placement, the Transaction Documents and the Definitive Agreement, as applicable, and the other agreements and the transactions contemplated hereby, and (iii) the incumbency and specimen signatures of its signing officers in the form of a certificate of incumbency, and (iv) such other matters as the Agents may reasonably request.
(b) Consents and Approvals. The Agents shall have received evidence that all requisite approvals, consents, acceptances and waivers of the appropriate regulatory authorities and any other applicable third parties required to be made or obtained by the Corporation in order to complete the Offering have been made or obtained.
(c) Corporate and Securities Laws Opinion of the Corporation. The Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' counsel, dated the Closing Date, from Farris LLP, counsel to the Corporation in the Province of British Columbia, and where appropriate, local counsel to the Corporation in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, with respect to the following matters:
- (i) as to the incorporation and subsistence of the Corporation under the laws of the Province of British Columbia and as to the Corporation having the requisite corporate power and capacity under the laws of the Province of British Columbia to carry on business and to own, lease and operate properties and assets;
- (ii) as to the authorized and issued capital of the Corporation;
(iii) as to the corporate power and authority of the Corporation to execute, deliver and perform its obligations under the Transaction Documents and the Definitive Agreement and to create, issue and sell, as applicable, the Offered Securities and the Compensation Securities;
(iv) each of the Transaction Documents and the Definitive Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;
(v) the execution and delivery of the Transaction Documents, the Definitive Agreement and the performance by the Corporation of its obligations hereunder and thereunder, and the sale or issuance of the Offered Securities and the Compensation Securities do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, any applicable corporate laws or Securities Laws;
(vi) the Subscription Receipts have been duly and validly created and issued;
(vii) the Underlying Shares been duly authorized and allotted for issuance, and upon issuance in accordance with the provisions of the Subscription Receipt Agreement, the Underlying Shares will be issued as fully paid and non-assessable Common Shares;
(viii) the Compensation Warrants have been duly and validly created and issued;
(ix) the Compensation Shares have been duly authorized and allotted for issuance and, upon the due exercise of the Compensation Warrants in accordance with the provisions of the Compensation Warrant Certificates, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares;
(x) the issuance and sale by the Corporation of the Subscription Receipts to the Purchasers and the issuance of the Compensation Warrants to the Agents in accordance with the terms of this Agreement and the Subscription Agreements are exempt from the prospectus requirements of Securities Laws in the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Securities Laws to permit such issuance and sale; it being noted, however, that the Corporation is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, and to confidentially file the Corporate Presentation with the applicable Securities Regulators, in each case, within 10 days following the Closing Date;
(xi) the issuance and delivery by the Corporation of the (A) Underlying Shares upon the due conversion of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement, and (B) Compensation Shares upon the due exercise of the Compensation Warrants, will be exempt from the prospectus requirements of Securities Laws in the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Securities Laws to permit such issuance and delivery;
(xii) the issuance and delivery of the Resulting Issuer Securities (issued in exchange for or in lieu of the Underlying Shares or the Compensation Securities) pursuant to the Transaction, will be exempt from the prospectus requirements of applicable Canadian Securities Laws in the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance and delivery;
(xiii) upon completion of the Transaction, the Resulting Issuer Securities issued in exchange for the Underlying Shares and Compensation Securities, will not be subject to any statutory or other hold period in Canada and those issued in exchange for or in lieu of the Underlying Shares and Compensation Shares will be freely tradable on the TSXV
(xiv) no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Securities Laws in connection with the first trade of the Offered Securities or the Resulting Issuer Securities (issued in exchange for or in lieu of the Underlying Shares or the Compensation Securities) by the holders thereof, as the case may be, provided that certain standard conditions under such Securities Laws have been satisfied;
(xv) Odyssey Trust Company has been duly appointed by the Corporation as the Subscription Receipt Agent under the Subscription Receipt Agreement; and
(xvi) such other matters as the Agents or their counsel may reasonably request.
(d) U.S. Securities Opinion. If any Subscription Receipts are being sold to persons in the United States or to, or for the account or benefit of, U.S. Persons pursuant to Schedule "B" to this Agreement, the Agents shall have received an opinion from U.S. legal counsel to the Corporation in form and substance reasonably satisfactory to the Agents, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts or the conversion of the Subscription Receipts for the Underlying Shares, provided that such offers and sales are made in compliance with Schedule "B" to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts or Underlying Shares.
(e) Corporate Law Opinions of OpCo. The Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' counsel, dated the Closing Date, from Carmel, Milazzo & Feil, LLP, counsel to OpCo, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of OpCo, with respect to the following matters:
- (i) as to the incorporation and subsistence of OpCo under the laws of the State of Delaware and as to OpCo having the requisite corporate power and capacity under the laws of the State of Delaware to carry on business and to own, lease and operate properties and assets
- (ii) as to the authorized and issued capital of OpCo;
- (iii) as to the corporate power and authority of OpCo to execute, deliver and perform its obligations under this Agreement, the Subscription Agreements and the Definitive Agreement;
- (iv) each of this Agreement, the Subscription Agreements and the Definitive Agreement has been duly authorized, executed and delivered by OpCo and constitutes a valid and legally binding obligation of OpCo enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency,

liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;

(v) the execution and delivery of this Agreement, the Subscription Agreements and the Definitive Agreement and the performance by OpCo of its obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of OpCo, any resolutions of the shareholders or directors (including committees of the board of directors) of OpCo, any applicable corporate laws or Securities Laws; and
(vi) such other matters as the Agents or their counsel may reasonably request.
(f) Corporate Law Opinions of ShellCo. The Agents shall have received favourable legal opinions addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents' counsel, dated the Closing Date, from Bennett Jones LLP, counsel to ShellCo, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of ShellCo, with respect to the following matters:
- (i) as to the incorporation and subsistence of ShellCo under the laws of the Province of Ontario and as to ShellCo having the requisite corporate power and capacity under the laws of the Province of Ontario to carry on business and to own, lease and operate properties and assets;
- (ii) as to the authorized and issued capital of ShellCo;
- (iii) as to the corporate power and authority of ShellCo to execute, deliver and perform its obligations under this Agreement and the Definitive Agreement;
- (iv) each of this Agreement and the Definitive Agreement has been duly authorized, executed and delivered by ShellCo and constitutes a valid and legally binding obligation of ShellCo enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;
- (v) the execution and delivery of this Agreement and the Definitive Agreement and the performance by ShellCo of its obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of ShellCo, any resolutions of the shareholders or directors (including committees of the board of directors) of ShellCo, any applicable corporate laws or Securities Laws; and
- (vi) such other matters as the Agents or their counsel may reasonably request.
(g) Certificates of Status. The Agents shall have received a certificate of status or similar certificate from the jurisdictions in which the Corporation, OpCo and the ShellCo are incorporated.
(h) Issued and Outstanding Certificate. The Agents shall have received a certificate from the applicable transfer agent as to the issued and outstanding common shares of ShellCo and OpCo as at the close of business on the Business Day prior to the Closing Date.
(i) Lock Up Agreements. The Agents shall have received executed lock-up agreements pursuant to Section 2(a)(xi) hereof, in favour of the Agents, in a form as agreed upon between the Corporation, OpCo and the Lead Agent (on behalf of the Agents), acting reasonably;
(j) Subscription Receipt Agent Certificate. The Agents shall have received a certificate from the Subscription Receipt Agent as to its appointment as the subscription receipt agent in respect of the Subscription Receipts.
(k) Executed Agreements. The Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel.
(l) Due Diligence Matters. The Agents shall, in their sole discretion, acting reasonably, be satisfied with their due diligence review with respect to the business, assets, financial condition, affairs and prospects of the Corporation, OpCo, ShellCo and the Transaction.

10. Rights of Termination. Each Agent shall be entitled, at its sole option, to terminate and cancel, without any liability on the part of such Agent or on the part of the other Agent and the Purchasers, all of its obligations (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation and OpCo at or prior to the Closing Time, if at any time prior to the Closing:

(a) Due Diligence. The due diligence investigations performed by the Agents or their representatives reveal any material information or fact, which, in the sole opinion of the Agents (or any one of them), is materially adverse to the business of OpCo or the Resulting Issuer, or materially adversely affects the price or value of the Offered Securities;
(b) Material Change. There is a material change or a change in any material fact or new material fact shall arise or there should be discovered any previously undisclosed material fact required to be disclosed or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of the Agents (or any one of them), a significant adverse change or effect on the business or affairs of OpCo or the Resulting Issuer or on the market price or the value of the Subscription Receipts or other securities of OpCo or the Resulting Issuer;
(c) Disaster. (i) There should develop, occur or come into effect or existence, any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence, or a new or change in any law or regulation which in the sole opinion of the Agents (or any one of them), seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of OpCo or the Resulting Issuer or their respective subsidiaries, taken as a whole, or the market price or value of the Subscription Receipts or other securities of OpCo or the Resulting Issuer; (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation, OpCo or ShellCo or any one of the officers or directors of the Corporation, OpCo or ShellCo or any of its principal shareholders where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including without limitation the TSXV or securities commission, which involves a finding of wrong-doing, or (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the common shares or any other securities of the Corporation, OpCo or ShellCo is made or threatened by a securities regulatory authority;
(d) Breach. The Corporation, OpCo or ShellCo is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation, OpCo or ShellCo in this Agreement becomes or is false in any material respect; or
(e) Market. The state of the financial markets in Canada or elsewhere where it is planned to market the Subscription Receipts is such that, in the reasonable opinion of the Agents (or any one of them), the Subscription Receipts cannot be profitably marketed.

11. Exercise of Termination Right. The rights of termination contained in Section 10 hereof are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation, OpCo or ShellCo in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any of the Agents, there shall be no further liability on the part of such Agents, or on the part of the Corporation, OpCo or ShellCo to such Agents, under this Agreement, except in respect of any liability which may have arisen prior to such termination or may arise after such termination in respect of acts or omissions prior to such termination or under Sections 12 and 14 hereof.

12. Expenses. Whether or not the sale of the Subscription Receipts shall be completed, the Corporation will pay all reasonable expenses and fees and all applicable taxes thereon in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Securities; (ii) the fees and expenses of the Corporation's legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; (iv) all costs incurred by the Agents, including the reasonable fees and disbursements and applicable taxes thereon of the Agents' legal counsel (to a maximum aggregate amount of $100,000 in respect of legal fees, exclusive of disbursements and applicable taxes thereon) and including all outof-pocket and travel expenses of the Agents in connection with due diligence and marketing meetings (which will be subject to a cap of $10,000 exclusive of taxes). All the Agents' Expenses payable by the Corporation to the Agents may at the option of the Agents be netted out of the gross proceeds of the Offering otherwise payable by the Agents to the Subscription Receipt Agent on the Closing Date and otherwise will be paid by the Corporation upon receiving one or more invoices therefor from the Agents.

13. Survival of Representations and Warranties. All representations, warranties and covenants of the Corporation, OpCo and ShellCo herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agents or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Agents and the Purchasers for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Agents herein contained shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation with respect thereto, shall continue in full force and effect for the benefit of the Corporation for a period of two years following the Closing Date. Notwithstanding the foregoing, the covenants and agreements of the Corporation, OpCo and ShellCo and the provisions contained in this Agreement in any way related to the indemnification of the Agents by the Corporation, OpCo and ShellCo or the contribution obligations of the Corporation, OpCo and ShellCo, including without limitation Section 14 hereof, shall survive and continue in full force and effect indefinitely without limitation other than pursuant to any limitation requirements of applicable law.

14. Indemnity and Contribution.

(a) The Corporation, OpCo and ShellCo and their respective subsidiaries or affiliated companies, as the case may be (collectively, the "Indemnitor") agree to indemnify and hold harmless the Agents and each member of the soliciting dealer group and each of their subsidiaries and affiliates, and each of their respective directors, officers, employees, securityholders and agents (collectively, the "Indemnified Parties" and each, an "Indemnified Party"), to the full extent lawful, from and against all expenses, fees, losses, claims, actions, damages, obligations and liabilities, joint or several, of any nature (including the reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for lost profits) (collectively, "Losses") that are incurred in investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, the "Claims") or to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Company by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, together with any Losses that are incurred in enforcing this indemnity. This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non-appealable determines that such Losses resulted solely from the fraud, gross negligence or willful misconduct of the Indemnified Party.

(b) If for any reason (other than a determination as to any of the events referred to immediately above) this indemnity is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the Losses paid or payable by an Indemnified Party as a result of such Claim, the amount (if any) equal to (i) such amount paid or payable, minus (ii) the amount of the Commission received by the Indemnified Party, if any, pursuant to this Agreement.

(c) The Indemnitor agrees that in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-of-pocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnitor as they occur.

(d) The Agents will notify the Indemnitor promptly in writing after receiving notice of any Claim against the Agents or any other Indemnified Party or receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor hereunder, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to an Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such Claim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Agents not so delayed in giving, or failed to give, the notice required hereunder.

(e) The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Agents. Upon the Indemnitor notifying the Agents in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will discuss with the Agents all significant actions proposed.

(f) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to separately retain counsel of such Indemnified Party's choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of the Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party's behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

(g) No admission of liability and no settlement, compromise or consent to the entry of any judgment shall be made by the Indemnitor without the prior written consent of the Indemnified Parties affected and unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise or consent includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

(h) The Indemnitor agrees to waive any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any Person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the Offering except to the extent of the amount of any Losses suffered by the Indemnitor are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted solely from the fraud, gross negligence or willful misconduct of the Indemnified Party.

(i) The Indemnitor hereby acknowledges that the Agents are acting as trustees for each of the other Indemnified Parties of the Indemnitor's covenants under this indemnity and the Agents agree to accept such trust and to hold and enforce such covenants on behalf of such Persons.

(j) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties.

(k) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise

(l) Notwithstanding anything to the contrary contained in this Agreement, the indemnity and contribution obligations of the Corporation, OpCo and ShellCo set forth in this Section 14 shall be considered joint obligations of the Corporation, OpCo and ShellCo from and after the time of closing the Transaction; provided further and for the avoidance of doubt that the indemnity and contribution obligations of ShellCo contained herein shall only apply in the event the Transaction is completed.

15. Advertisements. The Corporation, OpCo and ShellCo acknowledges that the Agents shall have the right, subject always to Sections 1(a) and (c) hereof, at their own expense, to place such advertisement or advertisements relating to the Offering contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law, including Securities Laws. The Corporation. OpCo and ShellCo and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Securities Laws in any of the Selling Jurisdictions not being available.

16. Agents' Commission and Fees.

(a) In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds realized by the Corporation from sales of the Subscription Receipts pursuant to the Offering, other than in respect of sales to a "president's list" on which a reduced cash commission equal to 3.0% will be paid (the "Commission"). The Corporation shall also issue to the Agents that number of compensation warrants (the "Compensation Warrants") equal to 7.0% of the aggregate number of Subscription Receipts sold pursuant to the Offering, other than in respect of sales to a "president's list" on which a reduced number of Compensation Warrants equal to 3.0% of the number of Subscription Receipts sold to the "president's list" will be issued. Each Compensation Warrant will entitle the holder thereof to acquire one Common Share (a "Compensation Share") at the Subscription Price for a period of 24 months following the Escrow Release Date.

(b) Pursuant to the terms of an advisory agreement, the Agents are also entitled to receive a corporate finance fee (inclusive of HST) of $374,000 in cash (the "Finance Fee") and an aggregate of 1,069,000 corporate finance warrants (the "Finance Warrants"). Each such Finance Warrant will be issued on the same terms and conditions as a Compensation Warrant and references in this Agreement to the Compensation Warrants, Compensation Shares and Compensation Securities shall be deemed to include such Finance Warrants and the securities underlying such Finance Warrants.

(c) 50% of the Commission and 50% of the Finance Fee shall be payable to the Lead Agent, on behalf of the Agents on the Closing Date. The remaining 50% of the Commission and 50% of the Finance Fee (plus any pro rata portion of accrued interest earned thereon) will be released from escrow to the Lead Agent out of the Escrowed Funds upon satisfaction of the Escrow Release Conditions prior to the Escrow Release Deadline. The obligation of the Corporation to pay 50% of the Commission, 50% of the Finance Fee and to execute and deliver the Compensation Warrant Certificates and certificates representing the Finance Warrants shall arise at the Closing Time.

17. Syndication of the Agents

The sale of the Subscription Receipts in connection with the Offering shall be as to the following percentages:

Name of Agent	Syndicate Position
Eight Capital	70%
Canaccord Genuity Corp.	30%

18. Action by the Lead Agent. All steps which must or may be taken by the Agents in connection with the Offering, with the exception of the matters relating to (i) termination of sale obligations, or (ii) indemnification, contribution or settlement, may be taken by the Lead Agent on behalf of the Agents and the execution of this Agreement by the other Agent and by the Corporation shall constitute the Corporation's authority and obligation for accepting notification or other communication of any such steps from, and for delivering the Subscription Receipts in electronic form or otherwise, to or to the order of, the Lead Agent. The Lead Agent shall consult with the other Agent with respect to all notices or other communications to or with the Corporation. The rights and obligations of the Agents under this Agreement shall be several and neither joint nor joint and several. Nothing in this Agreement is intended to create any relationship in the nature of a partnership or joint venture between the Agents.

19. Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

(a) If to the Corporation or to OpCo, to it at:

PsyBio Therapeutics, Inc./PsyBio Therapeutics Financing Inc. 4400 Sample Road West Suite #138 Coconut Creek, Florida, 33073

Attention:	Evan Levine, Chief Executive Officer
Email:	[Redacted – Email Address]

with a copy to (which will not constitute delivery):

Aird & Berlis LLP Brookfield Place 1800 – 181 Bay St. Toronto, Ontario M5J 2T9

Attention: Sherri Altshuler Email: s[email protected]

(c) If to ShellCo, to it at:

Leo Acquisitions Corp. 45 Sheppard Ave. East, Suite 703 Toronto, Ontario M2N 5W9

Attention: Gerald Goldberg, Chief Executive Officer Email: [Redacted – Email Address]

with a copy to (which will not constitute delivery):

Bennett Jones LLP Suite 3400, One First Canadian Place Toronto, Ontario M5X 1A4

Attention: Aaron Sonshine Email: [email protected]

(d) If to the Agents, to Eight (on behalf of the Agents) at:

Eight Capital 100 Adelaide Street West Suite 2900 Toronto, Ontario M5H 1S3

Attention: Alex Athanosopoulos Email: [Redacted – Email Address]

with a copy to (which will not constitute delivery):

Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2

Attention: Nancy Choi Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

20. Time of the Essence. Time shall, in all respects, be of the essence hereof.

21. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada unless otherwise indicated.

22. Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

23. Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

24. No Fiduciary Relationship. Each of the Corporation, OpCo and ShellCo acknowledge and agree that: (a) the Agents have acted at arm's length to the Corporation, OpCo and ShellCo, no Agent has assumed or will assume a fiduciary responsibility in favour of the Corporation, OpCo and ShellCo with respect to the Offering or the process leading thereto and no Agent has any duty or obligation to the Corporation, OpCo and ShellCo with respect to the Offering except the obligations expressly set forth in this Agreement; (b) the Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation, OpCo and ShellCo; and (c) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and each of the Corporation, OpCo and ShellCo has consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Each of the Corporation, OpCo and ShellCo waives to the full extent permitted by Applicable Law any claims it may have against the Agents arising from an alleged breach of fiduciary duty in connection with the Offering.

25. Other Agent Business. Each of the Corporation, OpCo and ShellCo acknowledges that each Agent and certain of its Affiliates: (i) act as an investment fund manager and a trader of, and dealer in, securities both as principal and on behalf of its clients (including managed accounts and investment funds) and, as such, may in the future have, long or short positions in the securities of the Corporation, OpCo, ShellCo or related entities and, from time to time, may have executed or may execute transactions on behalf of such Persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Corporation or related entities; and (iv) nothing herein shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws.

26. TMX Group. Each Agent confirms that neither it nor an affiliate thereof, owns or controls an equity interest in TMX Group Limited ("TMX Group") or has a nominee director serving on the TMX Group's board of directors, and as such is not considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

27. Entire Agreement. This Agreement, the Advisory Agreement and the side letter dated the date hereof constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior communications, negotiations, representations, understandings and agreements between the parties with respect to the subject matter hereof, whether verbal or written, including, without limitation, the Engagement Letter other than as expressly set forth in this paragraph. This Agreement may be amended or modified in any respect by written instrument only.

28. Severability. The invalidity, illegality or unenforceability of any particular provision of this Agreement shall not affect or limit the validity, legality or enforceability of the remaining provisions of this Agreement.

29. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

30. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, OpCo, ShellCo, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

31. Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

32. Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

33. Counterparts and Facsimile. This Agreement may be executed in any number of counterparts and delivered in original, facsimile or PDF form, each of which when so executed and delivered shall be deemed to constitute an original and all of which taken together shall form one and the same agreement.

[Remainder of Page Intentionally Left Blank]

If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

EIGHT CAPITAL

Per: (signed) "Elizabeth Staltari"

Name: Elizabeth Staltari Title: Managing Director

CANACCORD GENUITY CORP.

Per: (signed) "Derek Ham"

Name: Derek Ham

Title: Managing Director, Capital Markets Origination

The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of this 4th day of December, 2020.

PSYBIO THERAPEUTICS FINANCING INC.

Per: (signed) "Evan Levine"

Name: Evan Levine Title: Chief Executive Officer

PSYBIO THERAPEUTICS INC.

Per: (signed) "Evan Levine"

Name: Evan Levine Title: Chief Executive Officer

LEO ACQUISITIONS CORP.

Per: (signed) "Gerald Goldberg" Name: Gerald Goldberg Title: Chief Executive Officer

SCHEDULE "A"

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

[The contents of this schedule have been intentionally redacted]

SCHEDULE "B"

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

This is Schedule "B" to the agency agreement dated as of December 4, 2020 between PsyBio Therapeutics Financing Inc., PsyBio Therapeutics, Inc., Leo Acquisitions Corp., Eight Capital and Canaccord Genuity Corp.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agency Agreement to which this Schedule "B" is annexed.

The following terms shall have the meanings indicated:

(a) "Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule "B", it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Securities;
(b) "Foreign Issuer" means "foreign issuer" as defined in Rule 902(e) of Regulation S;
(c) "General Solicitation" and "General Advertising" means "general solicitation" or "general advertising", as those terms are used under Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
(d) "Institutional Accredited Investor" means an institutional "accredited investor" meeting one or more of the criteria in Rule 501(a)(1), (2), (3) or (7) of Regulation D;
(e) "Institutional Accredited Investor Certificate" means the Institutional Accredited Investor Certificate in the form attached as Schedule C.1 to the U.S. Subscription Agreement;
(f) "Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;
(g) "Qualified Institutional Buyer" means a "qualified institutional buyer", as that term is defined in Rule 144A under the U.S. Securities Act, and that is also an Institutional Accredited Investor;
(h) "Qualified Institutional Buyer Letter" means the qualified institutional buyer letter attached as Schedule C.2 to the U.S. Subscription Agreement;
(i) "Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;
(j) "Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;
(k) "SEC" means the United States Securities and Exchange Commission;
(l) "Selling Firm" means any investment dealer or broker (other than the Agents and the U.S. Affiliates) with which any of the Agents or U.S. Affiliates have a contractual relationship in respect of the distribution of the Offered Securities;
(m) "Substantial U.S. Market Interest" means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S;
(n) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, including the rules and regulations adopted by the SEC thereunder;
(o) "U.S. Purchaser" means any purchaser of Offered Securities that is, or is acting for the account or benefit of, a U.S. Person or a person in the United States, or any person offered the Offered Securities in the United States (except persons excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S), or that was in the United States when the buy order was made or when the Institutional Accredited Investor Certificate or Qualified Institutional Buyer Letter, as applicable, pursuant to which it is acquiring Offered Securities, was executed or delivered; and
(p) "U.S. Subscription Agreements" means the U.S. form of the Subscription Agreement entered into between the Corporation and the U.S. Purchasers.

Representations, Warranties and Covenants of the Agents

The Agents and the U.S. Affiliates acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold to U.S. Purchasers except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Each Agent, on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Corporation severally, but not jointly, that:

1. It has not offered or sold, and will not offer or sell, at any time any Offered Securities except (a) in Offshore Transactions to persons who are not acting for the account or benefit of a U.S. Person in compliance with Rule 903 of Regulation S, or (b) to U.S. Purchasers that are Institutional Accredited Investors or Qualified Institutional Buyers purchasing for sale directly by the Corporation in compliance with the exemption afforded by Rule 506(b) of Regulation D and similar exemptions under state securities laws and as provided in paragraphs 2 through 14 below. Accordingly, neither the Agent, nor its affiliates (including the U.S. Affiliates) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to any person in the United States or to, or for the account of, a U.S. Person or a person in the United States, (ii) any sale of Offered Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States, or the Agent, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States, or (iii) any Directed Selling Efforts.
2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities except with the U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. The Agent shall require the U.S. Affiliate to agree, and each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that the U.S. Affiliate and each selling group member complies with, the same provisions of this Schedule "B" as apply to the Agent as if such provisions applied to the U.S. Affiliate and such selling group member.
1. The Agent represents and warrants that all offers of Offered Securities for sale by the Corporation that have been or will be made by it in the United States, have been or will be made through the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Affiliate is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state's broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.
1. None of it, its affiliates (including the U.S. Affiliate), or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer of the Offered Securities by the Agent through its U.S. Affiliate for sale by the Corporation in the United States, or has offered or will offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
1. Immediately prior to soliciting U.S. Purchasers, the Agent, its affiliates (including the U.S. Affiliate), and any person acting on its or their behalf had reasonable grounds to believe and did believe that each potential Purchaser was either (i) an Institutional Accredited Investor, or (ii) a Qualified Institutional Buyer, in each case, with respect to which the Agent or its affiliates (including the U.S. Affiliate) has a preexisting business relationship; and at the time of completion of each sale to a person in the United States or to, or for the account or benefit of, U.S. Persons, the Agent, its affiliates (including the U.S. Affiliate), and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each such Purchaser is an Institutional Accredited Investor or a Qualified Institutional Buyer.
1. All potential Purchasers of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, solicited by it shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, that the Offered Securities are being offered and sold to such U.S. Purchasers pursuant to the exemption afforded by Rule 506(b) of Regulation D and similar exemptions under state securities laws and that the Offered Securities will be, when issued, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act.
1. It agrees to deliver, through the U.S. Affiliate, if applicable, to each potential U.S. Purchaser to whom it offers to sell or from whom it solicits any offer to buy the Offered Securities the U.S. Subscription Agreement. No other written material other than the Corporate Presentation will be used in connection with the offer or sale of the Offered Securities to U.S. Purchasers.
1. Prior to completion of any sale of Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, each such Purchaser thereof that is purchasing Offered Securities will be required to provide to the Agent, or the U.S. Affiliate offering and selling the Offered Securities in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, if applicable, either (i) an executed Institutional Accredited Investor Certificate, or (ii) an executed Qualified Institutional Buyer Letter. The Agent shall provide the Corporation with copies of all such completed and executed Institutional Accredited Investor Certificates and Qualified Institutional Buyer Letters for acceptance by the Corporation.
1. None of (i) the Agent, (ii) the Agent's general partners or managing members, (iii) any of the Agent's directors, executive officers or other officers participating in the offering of the Offered Securities, (iv) any of the Agent's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any other person associated with any of the above persons, including any sub-agent, Selling Firm and any such persons related to such sub-agent, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Offered Securities (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D (a "Disqualification Event"). It will notify the Corporation in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.
1. The Agent represents that it is not aware of any person (other than any Issuer Covered Person (as defined herein) or Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts other than fees and commissions payable in respect of the Offering.
1. At least two (2) Business Days prior to the Closing Date, it will provide the Corporation with a list of all U.S. Purchasers.
1. At the Closing, the Agent will, together with the U.S. Affiliate, provide a certificate, substantially in the form of Appendix I to this Schedule "B", relating to the manner of the offer and sale of the Offered Securities to U.S. Purchasers, or will be deemed to have represented that they did not offer or sell Offered Securities to U.S. Purchasers.
1. None of it, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.
14. None of the Agent, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for the Underlying Shares, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for the Underlying Shares.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date that:

1. The Corporation is, and at the Closing Date will be, a Foreign Issuer with no Substantial U.S. Market Interest in its Common Shares.
1. The Corporation is not, and following the application of the proceeds from the sale of the Offered Securities will not be, registered or required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended.
1. The offering of the Offered Securities to U.S. Purchasers by the Agent through its U.S. Affiliate for sale by the Corporation is not prohibited pursuant to a court order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
1. Except with respect to offers and sales in accordance with this Agreement (including this Schedule "B"), and except with respect to offers and sales to certain "president's list" purchasers in the Concurrent Placement settling directly with the Corporation in reliance upon the exemption from registration afforded by Rule 506(b) of Regulation D, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States; or (b) any sale of Offered Securities unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States.
1. During the period in which Offered Securities are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of Offered Securities or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Offered Securities outside the United States to non-U.S. Persons in accordance with the Agency Agreement, including this Schedule "B".
1. None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Securities to U.S. Purchasers by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Offered Securities in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
1. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, for a period of

six months prior to the commencement of the Offering, and will not offer or sell, any securities in a manner that would be integrated with the offer and sale of the Subscription Receipts or has taken or will take any action that would cause the exemption from registration provided by Rule 506(b) of Regulation D or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities.

1. None of the Corporation, any of its predecessors, affiliates, any director, executive officer, other officer of the Corporation participating in the offer, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale (each, an "Issuer Covered Person" and together, the "Issuer Covered Persons") is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
1. The Corporation is not aware of any person (other than any Issuer Covered Person or Dealer Covered Person (as defined above)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Subscription Receipts, other than fees and commissions payable in respect of the Offering.
1. With respect to each Issuer Covered Person, the Corporation has established procedures reasonably designed to ensure that the Corporation receives notice from each such Issuer Covered Person of (i) any Disqualification Event relating to that Issuer Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Issuer Covered Person; in each case occurring up to and including the Closing Date;
1. The Corporation will notify the Agents and the U.S. Affiliates in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Issuer Covered Person and (b) any event that would with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.
1. The Corporation shall duly prepare and file with the SEC a Form D within 15 days after the first sale of Subscription Receipts in reliance on Rule 506(b) of Regulation D, and will file such notices and other documents as are required to be filed under the state securities or "blue sky" laws of the states in which the Offered Securities are sold to satisfy the requirements of applicable exemptions from registration or qualification of the Offered Securities under such laws.
1. None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.
1. None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
1. Upon receipt of a written request from a U.S. Purchaser, the Corporation shall make a determination if the Corporation is a "passive foreign investment company" (a "PFIC") within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), during any calendar year following the purchase of the Offered Securities by such U.S. Purchaser, and if the Corporation determines that the Corporation is a PFIC during such year, the Corporation will provide to such U.S. Purchaser, upon written request, all information that would be required to permit a United States shareholder to make an election to treat the Corporation as a "qualified electing fund" for the purposes of the Code.
1. None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of

Subscription Receipts for the Underlying Shares, or (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for the Underlying Shares.

General

The Agent (and its U.S. Affiliate) on the one hand, and the Corporation on the other hand, understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.

APPENDIX I TO SCHEDULE "B" (TERMS AND CONDITIONS OF UNITED STATES OFFERS AND SALES)

AGENTS' CERTIFICATE

This is Appendix I to Schedule "B" to o the agency agreement dated as of December 4, 2020 between PsyBio Therapeutics Financing Inc., PsyBio Therapeutics, Inc., Leo Acquisitions Corp., Eight Capital and Canaccord Genuity Corp (the "Agency Agreement").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Agency Agreement (including Schedule "B" attached thereto).

In connection with the private placement in the United States of Offered Securities of the Corporation pursuant to the Agency Agreement, the undersigned Agent and its U.S. Affiliate, do hereby certify as follows:

(a) the Offered Securities have been offered and sold by us to a U.S. Purchaser only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state's broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(b) immediately prior to transmitting the U.S. Subscription Agreement to offerees in the United States or to or for the account or benefit of a U.S. Person or a person in the United States, we had reasonable grounds to believe and did believe that each such person was an Institutional Accredited Investor or a Qualified Institutional Buyer, and we continue to believe that each U.S. Purchaser of Offered Securities that we have arranged is either an Institutional Accredited Investor or a Qualified Institutional Buyer on the date hereof;
(c) all offers and sales of the Offered Securities by us in the United States, or to, or for the account or benefit of, a U.S. Person, have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;
(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person;
(e) prior to any sale of Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person, each such U.S. Purchaser thereof that is purchasing Offered Securities provided either (i) an executed Institutional Accredited Investor Certificate annexed to the U.S. Subscription Agreement as Schedule C.1, or (ii) an executed Qualified Institutional Buyer Letter annexed to the U.S. Subscription Agreement as Schedule C.2, and we provided the Corporation with copies of all such completed and executed exhibits and schedules for acceptance by the Corporation;
(f) neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;
(g) prior to the purchase of any Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, each such offeree was provided with a copy of the U.S. Subscription Agreement, and no other written material, other than the U.S. Subscription Agreement or Corporate Presentation approved by the Corporation for use in presentations to prospective purchasers, was used by us in connection with the offering of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons;
(h) none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the offering of the Subscription Receipts, (iv) any of the undersigned's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any Dealer Covered Person is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D; and (vii) the undersigned is not aware of any person (other than any Dealer Covered Person or Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of

purchasers in connection with the sale of the Offered Securities;

(i) all purchasers in the United States or who are, or purchased for the account or benefit of, U.S. Persons who were offered the Offered Securities have been informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act, are being offered and sold to such purchasers without registration in reliance on available exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws and will be, when issued "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act; and
(j) the offering of the Offered Securities has been conducted by us in accordance with the terms of the Agency Agreement, including Schedule "B" attached thereto.

DATED this ______ day of ________________, 2020.

[NAME OF AGENT] [INSERT NAME OF U.S. AFFILIATE]

By: By:

Name: Name: Title: Title:

AI assistant

PsyBio Therapeutics Corp. Capital/Financing Update 2021

46634_rns_2021-02-17_5700cfc9-baeb-43d1-8e6c-6040a0252f50.pdf

AGENCY AGREEMENT

December 4, 2020

Attention: Evan Levine, Chief Executive Officer

Attention: Evan Levine, Chief Executive Officer

Attention: Gerald Goldberg, Chief Executive Officer

Subscription Receipts

DEFINITIONS

TERMS AND CONDITIONS

General Matters

The Offering

Transaction

General Matters

Business and Operations

(mm) Intellectual Property.

Employment Matters

The Offering and the Transaction

General Matters

Transaction

14. Indemnity and Contribution.

16. Agents' Commission and Fees.

17. Syndication of the Agents

(c) If to ShellCo, to it at:

EIGHT CAPITAL

CANACCORD GENUITY CORP.

PSYBIO THERAPEUTICS FINANCING INC.

PSYBIO THERAPEUTICS INC.

LEO ACQUISITIONS CORP.

SCHEDULE "A"

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

SCHEDULE "B"

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Agents

Representations, Warranties and Covenants of the Corporation

General

APPENDIX I TO SCHEDULE "B" (TERMS AND CONDITIONS OF UNITED STATES OFFERS AND SALES)

AGENTS' CERTIFICATE

AI assistant

PsyBio Therapeutics Corp. — Capital/Financing Update 2021

46634_rns_2021-02-17_5700cfc9-baeb-43d1-8e6c-6040a0252f50.pdf

AGENCY AGREEMENT

December 4, 2020

Attention: Evan Levine, Chief Executive Officer

Attention: Evan Levine, Chief Executive Officer

Attention: Gerald Goldberg, Chief Executive Officer

Subscription Receipts

DEFINITIONS

TERMS AND CONDITIONS

General Matters

The Offering

Transaction

General Matters

Business and Operations

(mm) Intellectual Property.

Employment Matters

The Offering and the Transaction

General Matters

Transaction

14. Indemnity and Contribution.

16. Agents' Commission and Fees.

17. Syndication of the Agents

(c) If to ShellCo, to it at:

EIGHT CAPITAL

CANACCORD GENUITY CORP.

PSYBIO THERAPEUTICS FINANCING INC.

PSYBIO THERAPEUTICS INC.

LEO ACQUISITIONS CORP.

SCHEDULE "A"

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

SCHEDULE "B"

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Agents

Representations, Warranties and Covenants of the Corporation

General

APPENDIX I TO SCHEDULE "B" (TERMS AND CONDITIONS OF UNITED STATES OFFERS AND SALES)

AGENTS' CERTIFICATE

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PsyBio Therapeutics Corp. Capital/Financing Update 2021